Terms of Service

Effective as of February 12, 2025

These Terms of Service (these "Terms") constitute a legally binding agreement between you and OneLobby, Inc., a Delaware corporation ("OneLobby," "Company," "we," "us," or "our"), governing your access to and use of the OneLobby platform, including the website located at onelobby.co, all associated mobile applications, application programming interfaces, and all related services, features, content, and functionality (collectively, the "Service"). The terms "you," "your," and "User" refer to any individual or entity accessing or using the Service.

BY ACCESSING OR USING THE SERVICE, CLICKING "I ACCEPT," OR BY OTHERWISE MANIFESTING ASSENT TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY (AVAILABLE AT ONELOBBY.CO/PRIVACY), WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICE.

If you are accessing or using the Service on behalf of a building, cooperative, condominium, property management company, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and the terms "you" and "your" shall refer to such entity.

1. Definitions

"Authorized User" means any individual who is authorized by a Subscriber to access and use the Service, including building staff, property managers, and Residents.

"Building Data" means all data and information generated through or uploaded to the Service in connection with a Subscriber's building operations, including package records, guest access logs, amenity reservations, maintenance requests, resident directories, and staff activity logs.

"Confidential Information" means any non-public information disclosed by either party to the other in connection with the Service, including technical, business, financial, and operational information, but excluding information that: (i) is or becomes publicly available through no fault of the receiving party; (ii) was rightfully in the receiving party's possession prior to disclosure; (iii) is independently developed without use of or reference to the disclosing party's Confidential Information; or (iv) is rightfully obtained from a third party without restriction.

"Documentation" means any user guides, technical manuals, training materials, and other documentation made available by OneLobby in connection with the Service.

"Order Form" means any written or electronic ordering document executed by the parties that references these Terms and specifies the Service subscription, fees, term, and other commercial terms applicable to a Subscriber.

"Resident" means any individual who resides in, owns, or leases a unit within a Subscriber's building and who receives notifications or accesses features of the Service.

"Subscriber" means the building, cooperative, condominium association, property management company, or other entity that has entered into an Order Form with OneLobby for access to the Service.

"User Content" means any content, data, information, photographs, text, or other materials submitted, uploaded, or transmitted by a User through the Service.

2. Scope of Service

2.1 Service Description

OneLobby provides a cloud-based building operations platform designed for use in residential properties. The Service includes, without limitation, the following functional modules: (a) package logging, tracking, and resident notification; (b) guest access management and pre-registration; (c) amenity reservation and scheduling; (d) building-wide and targeted resident messaging via SMS, email, and push notification; and (e) maintenance request submission and tracking. OneLobby may, in its sole discretion, add, modify, or discontinue features or modules of the Service from time to time.

2.2 Access and License Grant

Subject to your compliance with these Terms and, where applicable, the terms of an Order Form, OneLobby hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during the applicable subscription term solely for your internal building operations purposes. This license does not include the right to: (a) sublicense, resell, or distribute the Service or any component thereof; (b) modify, adapt, or create derivative works based on the Service; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service; or (d) use the Service for the benefit of any third party other than Authorized Users of your building(s).

2.3 Service Level

OneLobby shall use commercially reasonable efforts to make the Service available in accordance with any service level terms specified in an applicable Order Form. Notwithstanding the foregoing, the Service may be temporarily unavailable for scheduled maintenance (for which OneLobby shall endeavor to provide reasonable advance notice) or due to circumstances beyond OneLobby's reasonable control, including force majeure events described in Section 16.8.

3. Account Registration and Security

3.1 Account Creation

To access the Service, you must create an account by providing accurate, current, and complete registration information as prompted by the Service. You agree to promptly update your account information to maintain its accuracy. OneLobby reserves the right to suspend or terminate any account that contains materially inaccurate or incomplete information.

3.2 Account Security

You are solely responsible for maintaining the confidentiality of your account credentials, including passwords and authentication tokens. You agree to: (a) use commercially reasonable security measures to protect your account; (b) immediately notify OneLobby at [email protected] upon discovering any unauthorized access to or use of your account; and (c) accept sole responsibility for all activities that occur under your account, whether or not authorized by you. OneLobby shall not be liable for any loss or damage arising from your failure to comply with this Section 3.2.

3.3 Administrator Accounts

Subscriber property managers and designated administrators are responsible for: (a) provisioning and deprovisioning Authorized User accounts within their building(s); (b) assigning appropriate access levels and permissions based on User roles; (c) ensuring that Authorized Users comply with these Terms; and (d) promptly revoking access for any User who is no longer authorized, including terminated staff members.

4. User Obligations and Acceptable Use

4.1 General Obligations

You agree to use the Service solely for lawful purposes and in compliance with all applicable federal, state, local, and international laws and regulations, including without limitation data protection and privacy laws, anti-spam legislation (including the Telephone Consumer Protection Act ("TCPA") and the CAN-SPAM Act), and fair housing laws.

4.2 Prohibited Conduct

You shall not, and shall not permit any third party to: (a) use the Service to transmit any unsolicited or unauthorized advertising, promotional materials, spam, or any other form of solicitation; (b) use the Service to transmit any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, or otherwise objectionable; (c) impersonate any person or entity or misrepresent your affiliation with any person or entity; (d) interfere with, disrupt, or place an unreasonable burden on the Service or any networks or servers connected thereto; (e) attempt to probe, scan, or test the vulnerability of the Service or any related system or network, or to breach any security or authentication measures; (f) use any automated means, including bots, scrapers, or spiders, to access the Service for any purpose without OneLobby's express written consent; (g) use the Service to collect, store, or process personal data in violation of applicable privacy laws or for any purpose not authorized by the applicable building's Subscriber; or (h) use the Service in any manner that could damage, disable, overburden, or impair any OneLobby server or the networks connected thereto.

5. Messaging and Communications Consent

5.1 Transactional Messaging

The Service enables Subscribers to send transactional notifications to Residents and building staff via Short Message Service ("SMS"), email, and push notification. By providing your telephone number or email address to the Service, you expressly consent to receive transactional messages from and on behalf of your building, including but not limited to: package arrival and pickup notifications; guest access and arrival alerts; building-wide and unit-specific operational announcements; amenity reservation confirmations and reminders; and maintenance request status updates. These messages are transactional in nature and are not marketing communications.

5.2 Message Frequency and Charges

Message frequency varies based on building activity and your notification preferences. Standard message and data rates imposed by your wireless carrier may apply to SMS messages. OneLobby is not responsible for any charges incurred by you in connection with messages delivered through the Service.

5.3 Opt-Out

You may opt out of SMS notifications at any time by replying "STOP" to any SMS message received from the Service or by modifying your notification preferences within the Service. You may opt out of email notifications by using the unsubscribe mechanism included in each email or by modifying your notification preferences. Following receipt of your opt-out request, we will process such request within a commercially reasonable timeframe. You acknowledge that opting out of certain notifications may impair your ability to receive time-sensitive building operational information.

5.4 Messaging Infrastructure

OneLobby uses Twilio, Inc. and other third-party communications platform providers to facilitate the delivery of SMS and email messages. Such providers act as sub-processors and process message content and recipient information solely for the purpose of message delivery, subject to their respective data processing agreements with OneLobby.

5.5 Subscriber Messaging Obligations

Subscribers are solely responsible for: (a) ensuring that all Resident and staff contact information uploaded to the Service has been collected in compliance with applicable law, including obtaining all necessary consents; (b) ensuring that messages sent through the Service comply with all applicable laws and regulations, including the TCPA, CAN-SPAM Act, and any applicable state telecommunications regulations; (c) maintaining accurate and current contact information within the Service; and (d) promptly honoring opt-out requests received outside the Service.

6. Intellectual Property

6.1 OneLobby IP

The Service, including all software, algorithms, user interfaces, designs, text, graphics, logos, icons, and the selection and arrangement thereof, together with all Documentation, are the exclusive property of OneLobby or its licensors and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. "OneLobby," the OneLobby logo, and all related names, logos, product and service names, designs, and slogans are trademarks of OneLobby Inc. (collectively, the "OneLobby Marks"). You shall not use the OneLobby Marks without OneLobby's prior written consent.

6.2 User Content License

As between you and OneLobby, you retain all right, title, and interest in and to your User Content. By submitting User Content to the Service, you hereby grant OneLobby a non-exclusive, worldwide, royalty-free, fully paid-up, sublicensable (solely to OneLobby's service providers for the purpose of operating the Service), and transferable license to use, reproduce, modify, distribute, display, and process your User Content solely to the extent necessary to provide, maintain, and improve the Service. You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to grant the foregoing license.

6.3 Aggregated and De-Identified Data

Notwithstanding anything to the contrary herein, OneLobby may collect, use, and disclose aggregated or de-identified data derived from the use of the Service for purposes of analytics, benchmarking, product improvement, and industry research, provided that such data does not identify any individual User, Resident, or Subscriber. Such aggregated or de-identified data shall be owned by OneLobby.

6.4 Feedback

If you provide OneLobby with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), you hereby assign to OneLobby all right, title, and interest in and to such Feedback and agree that OneLobby shall be free to use, disclose, reproduce, license, and otherwise exploit such Feedback without restriction or obligation to you.

7. Confidentiality

7.1 Obligations

Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose such Confidential Information to any third party except to its employees, contractors, and agents who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein; and (c) use such Confidential Information solely for the purposes contemplated by these Terms.

7.2 Compelled Disclosure

Notwithstanding Section 7.1, a receiving party may disclose Confidential Information to the extent required by applicable law, regulation, or legal process, provided that the receiving party: (a) gives the disclosing party prompt written notice (to the extent legally permissible); (b) reasonably cooperates with the disclosing party in seeking a protective order or other appropriate remedy; and (c) discloses only the minimum amount of Confidential Information necessary to satisfy the legal requirement.

8. Fees and Payment

8.1 Subscription Fees

Subscribers shall pay the fees set forth in the applicable Order Form in accordance with the payment terms specified therein. Unless otherwise stated in an Order Form, all fees are quoted in United States Dollars, are non-refundable, and are due and payable in advance for each subscription period. OneLobby reserves the right to modify its fees upon not less than sixty (60) days' prior written notice, with any fee increase taking effect at the beginning of the next renewal term.

8.2 Late Payment

Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less. Subscriber shall reimburse OneLobby for all reasonable costs of collection, including attorneys' fees, incurred in connection with the collection of past-due amounts.

8.3 Taxes

All fees are exclusive of taxes. Subscriber is responsible for payment of all applicable sales, use, value-added, withholding, and other taxes and duties, excluding taxes based on OneLobby's net income.

9. Term and Termination

9.1 Term

These Terms are effective as of the date you first access or use the Service and shall remain in effect until terminated in accordance with this Section 9. Subscription terms for Subscribers are as specified in the applicable Order Form.

9.2 Termination for Convenience

Either party may terminate a subscription by providing written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current subscription term. Unless terminated, subscriptions will automatically renew for successive periods of the same duration as the initial subscription term.

9.3 Termination for Cause

Either party may terminate these Terms (or, with respect to a Subscriber, the applicable Order Form) immediately upon written notice if the other party: (a) materially breaches these Terms and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach; or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

9.4 Effect of Termination

Upon termination or expiration: (a) all rights and licenses granted hereunder shall immediately cease; (b) Subscriber shall cease all use of the Service; (c) OneLobby shall, upon written request made within thirty (30) days of termination, make available to Subscriber a copy of its Building Data in a standard, machine-readable format; and (d) after the thirty (30) day period referenced in clause (c), OneLobby may delete Subscriber's Building Data in accordance with its standard data retention policies, except as required by applicable law.

9.5 Survival

Sections 1 (Definitions), 6 (Intellectual Property), 7 (Confidentiality), 8 (Fees and Payment, with respect to amounts accrued), 9.4 (Effect of Termination), 9.5 (Survival), 10 (Data Processing and Privacy), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), and 16 (General Provisions) shall survive any termination or expiration of these Terms.

10. Data Processing and Privacy

10.1 Privacy Policy

OneLobby's collection, use, and disclosure of personal information in connection with the Service is described in OneLobby's Privacy Policy, available at onelobby.co/privacy, which is incorporated herein by reference.

10.2 Data Processing

To the extent that OneLobby processes personal data on behalf of a Subscriber, OneLobby shall process such data solely in accordance with Subscriber's documented instructions, these Terms, and applicable law. OneLobby shall implement and maintain appropriate technical and organizational security measures designed to protect personal data against unauthorized access, alteration, disclosure, or destruction, as further described in the Privacy Policy.

10.3 Subscriber as Controller

As between OneLobby and Subscriber, Subscriber is the controller (or equivalent designation under applicable law) of all personal data submitted to the Service by or on behalf of Subscriber, including Resident personal data. Subscriber is solely responsible for: (a) the lawfulness of its collection and processing of personal data through the Service; (b) providing all required notices and obtaining all required consents from Residents and other data subjects in connection with the Service; and (c) responding to data subject requests, with OneLobby providing reasonable cooperation upon request.

10.4 Sub-Processors

Subscriber hereby provides general authorization for OneLobby to engage sub-processors in connection with the provision of the Service, provided that OneLobby: (a) maintains a current list of sub-processors available upon request; (b) imposes data protection obligations on each sub-processor that are no less protective than those set forth herein; and (c) remains liable for the acts and omissions of its sub-processors to the same extent as if performed by OneLobby.

11. Security

OneLobby maintains a comprehensive information security program designed to protect the confidentiality, integrity, and availability of the Service and all data processed therein. Such program includes, without limitation: encryption of data in transit (TLS 1.2 or higher) and at rest (AES-256 or equivalent); role-based access controls and least-privilege access policies; regular vulnerability assessments and penetration testing; secure software development lifecycle practices; incident response procedures; and employee security awareness training. OneLobby shall promptly notify Subscriber upon becoming aware of any Security Incident (as defined in the Privacy Policy) affecting Subscriber's data.

12. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONELOBBY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ONELOBBY MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR THAT THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ONELOBBY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

13. Limitation of Liability

13.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, STATUTE, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

13.2 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF ONELOBBY AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY SUBSCRIBER TO ONELOBBY UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR USERS WHO ARE NOT SUBSCRIBERS, ONELOBBY'S AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).

13.3 Basis of the Bargain

The parties acknowledge that the limitations of liability set forth in this Section 13 reflect a fair and reasonable allocation of risk between the parties and form an essential basis of the bargain between the parties. The Service would not be provided without such limitations.

14. Indemnification

14.1 Indemnification by OneLobby

OneLobby shall indemnify, defend, and hold harmless Subscriber and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) OneLobby's material breach of these Terms; or (b) any allegation that the Service, as provided by OneLobby, infringes or misappropriates any United States patent, copyright, trademark, or trade secret of a third party.

14.2 Indemnification by Subscriber

Subscriber shall indemnify, defend, and hold harmless OneLobby and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Subscriber's material breach of these Terms; (b) Subscriber's violation of applicable law, including data protection and telecommunications laws; (c) any User Content submitted through the Service by Subscriber or its Authorized Users; or (d) any dispute between Subscriber and any Resident or third party.

14.3 Indemnification Procedures

The indemnifying party's obligations under this Section 14 are conditioned upon: (a) prompt written notice of the claim (provided that failure to provide prompt notice shall not relieve the indemnifying party of its obligations except to the extent materially prejudiced); (b) sole control of the defense and any settlement negotiations (provided that no settlement may be entered into without the indemnified party's consent if it would impose obligations on the indemnified party or admit liability on its behalf); and (c) reasonable cooperation by the indemnified party at the indemnifying party's expense.

15. Dispute Resolution

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.

15.2 Informal Resolution

Prior to initiating any formal dispute resolution proceedings, the parties shall attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal negotiation for a period of not less than thirty (30) days following written notice of the dispute.

15.3 Jurisdiction and Venue

Subject to Section 15.2, any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in New York County, New York. Each party irrevocably consents to the exclusive personal jurisdiction and venue of such courts.

15.4 Waiver of Jury Trial

EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

16. General Provisions

16.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable Order Form, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

16.2 Amendments

OneLobby reserves the right to modify these Terms at any time. Material modifications shall be communicated to Users by email or through the Service at least thirty (30) days prior to the effective date of such modifications. Continued use of the Service after the effective date of any modification constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must cease use of the Service prior to the effective date.

16.3 Assignment

You may not assign or transfer these Terms or any rights or obligations hereunder without OneLobby's prior written consent. OneLobby may freely assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, these Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

16.4 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity shall not affect any other provision of these Terms, and the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' original intent.

16.5 Waiver

No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

16.6 Notices

All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; or (c) sent by nationally recognized overnight courier, in each case to the addresses specified in the applicable Order Form or, for notices to OneLobby, to [email protected].

16.7 Independent Contractors

The relationship between the parties is that of independent contractors. Nothing in these Terms shall be construed to create a joint venture, partnership, franchise, or agency relationship between the parties.

16.8 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) to the extent such failure or delay results from circumstances beyond such party's reasonable control, including acts of God, natural disasters, pandemics, labor disputes, governmental actions, Internet or telecommunications failures, or cyberattacks.

16.9 Export Compliance

You shall comply with all applicable export control and sanctions laws and regulations in connection with your use of the Service.

17. Contact Information

For questions regarding these Terms, please contact:

OneLobby, Inc.
Attention: Legal Department
Email: [email protected]
Website: https://onelobby.co