Terms of Use | OneCity Inc.

Effective Date: December 20, 2025 (v4.0)

These Terms of Use (“Terms”) govern access to and use of websites, applications, platforms, programs, tools, and related services provided by OneCity Group, Inc. (“OneCity,” “we,” “us,” or “our”) (collectively, the “Services”).

By accessing or using the Services, you agree to these Terms. If you do not agree, do not use the Services.

Notice and Assent Through Access

By accessing, browsing, registering for, or using any portion of the Services, you acknowledge you have read and agree to be bound by these Terms. If you do not agree, do not access or use the Services.

For clarity, viewing OneCity advertising or public-facing materials does not, by itself, create a contract with you. However, all OneCity Materials remain protected by intellectual property laws, and no license is granted to use, reproduce, distribute, modify, or create derivative works from OneCity Materials except as expressly permitted in these Terms or in a written agreement signed by OneCity.

For avoidance of doubt, acceptance of these Terms does not require any affirmative action such as clicking a button, creating an account, or submitting information. Continued access to, viewing of, or interaction with any portion of the Services or OneCity Materials after reasonable notice constitutes acceptance of and agreement to be bound by these Terms to the fullest extent permitted by law.

For clarity, while passive viewing of OneCity advertising or public-facing materials alone does not create a contractual relationship, any access to OneCity Materials through OneCity-controlled digital environments, including websites, applications, or platforms, constitutes use of the Services and acceptance of these Terms.

Acceptance of these Terms occurs at the earliest moment you access, view, load, interact with, or are otherwise exposed to OneCity Materials through any OneCity-controlled environment. You waive any claim that acceptance required additional notice, affirmative action, or subjective awareness of specific provisions.

  1. Scope of the Services

The Services may include:

  • websites and online platforms,
  • software tools and dashboards,
  • programs, cohorts, and pilot initiatives,
  • consulting, advisory, training, or facilitation services,
  • communications and support channels.

The Services may evolve over time. OneCity may modify or discontinue features without obligation to maintain specific functionality.

  1. Eligibility and Authority

You must be legally capable of entering into binding agreements to use the Services.

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

  1. Public Sector Participation

When OneCity provides Services to or in connection with a government entity, municipality, chamber of commerce, or economic development organization:

  • participation is governed by a separate written agreement, pilot scope, or memorandum of understanding,

  • these Terms apply only to the extent not inconsistent with that agreement,

  • nothing in these Terms modifies public-sector governance, procurement, records retention, or statutory obligations.
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  • Nothing in these Terms obligates a public-sector participant to retain records longer than required by applicable law, nor does it impose independent record-keeping obligations on OneCity beyond those required by law or written agreement.
  1. Accounts and Access

Certain Services require account registration.

You are responsible for:

  • maintaining accurate account information,
  • safeguarding login credentials,
  • all activity occurring under your account.

Accounts may not be shared. OneCity may suspend or restrict access for misuse, security risk, or violation of these Terms.

  1. Acceptable Use

You agree not to:

  • violate applicable laws or regulations,
  • misuse or interfere with the Services,
  • access systems or data without authorization,
  • upload malicious code or attempt to disrupt operations,
  • misuse confidential or proprietary information,
  • engage in harassment, discrimination, or abusive conduct.

OneCity may take reasonable action to protect the integrity of the Services.

  1. Content and Data

6.1 Your Content

You retain ownership of content you submit to the Services.

You grant OneCity a non-exclusive, royalty-free license to use, host, display, and process such content solely to operate and improve the Services and as otherwise permitted by written agreement.

6.2 OneCity Content

All OneCity materials, frameworks, software, tools, documentation, and content are owned by OneCity or its licensors and are protected by intellectual property laws.

You may not reproduce, distribute, resell, or exploit OneCity content except as expressly permitted in writing.

6.3 Restrictions on Use of OneCity Intellectual Property

Use-Based Acceptance and Covenant.

By accessing, viewing, interacting with, or otherwise being exposed to any OneCity materials, including this website, applications, dashboards, diagnostics, frameworks, maps, diagrams, reports, training content, previews, demonstrations, advertisements, social media posts, or other public-facing materials, you acknowledge and agree that such access constitutes acceptance of these Terms and creates a binding, non-transferable covenant governing your use of OneCity Intellectual Property. This covenant applies whether or not you create an account, enter into a paid agreement, or otherwise formally engage with OneCity.

Scope of OneCity Materials and Binding Access

“OneCity Materials” include, without limitation, all content, frameworks, methodologies, diagnostics, system architectures, terminology, visual designs, written materials, diagrams, workflows, and outputs made available by OneCity through its website, applications, downloadable materials, communications, social media channels, or other OneCity-controlled properties.

By accessing, viewing, downloading, or interacting with any OneCity Materials through a OneCity-controlled environment, including the OneCity website or applications, you acknowledge and agree that such materials are proprietary and subject to the licenses and restrictions set forth in these Terms.

Use-Bound Intellectual Property Covenant

Access to OneCity Materials grants a limited, revocable, non-transferable license to use such materials solely within the context of the Services and solely for the purposes expressly authorized by OneCity.

OneCity Materials may not be extracted, replicated, adapted, summarized, reverse-engineered, or applied outside the Services, including for internal planning, training, policy development, consulting, or system design, whether or not such use is described as “inspired by,” “customized,” or “derived from” OneCity Materials.

No implied license is granted under principles of necessity, fair use, interoperability, functional requirement, or industry practice. Any use of OneCity Materials not expressly authorized in writing by OneCity constitutes unauthorized use, regardless of whether such use is claimed to be minimal, internal, noncommercial, educational, or incidental.

Automated Access and AI Prohibition.

Access to OneCity Materials by automated systems, including bots, scrapers, crawlers, artificial intelligence models, machine learning systems, data harvesting tools, or similar technologies, whether operated by you or a third party on your behalf, is strictly prohibited without OneCity’s prior written consent.

OneCity Materials may not be used for training, fine-tuning, validating, prompting, or benchmarking artificial intelligence or machine learning models, whether for commercial, internal, experimental, or research purposes.

Prohibition on Competitive and Internal Replication.

You may not use, adapt, derive, replicate, reverse engineer, or recreate any OneCity Intellectual Property for competitive purposes or for internal operational use, whether directly or indirectly. This includes internal training, policy development, operating models, strategic planning, system design, consulting methodologies, or any implementation derived from OneCity materials, including use recreated from memory or conceptual understanding, regardless of whether such use is publicly disclosed.

Derivative Influence Restriction.

You may not use OneCity Materials or insights derived from exposure to OneCity Materials. This restriction applies where such systems, frameworks, policies, deliverables, or internal practices are materially informed, shaped, validated, or justified by exposure to OneCity Materials, whether or not such influence is explicit, documented, or publicly disclosed.

Independent creation shall not be presumed where exposure to OneCity Materials occurred.

Except as expressly authorized in writing by OneCity, you may not:

  • copy, adapt, modify, translate, or create derivative works based on OneCity content, frameworks, methodologies, or system designs;
  • use OneCity materials to build, market, or operate competing products, services, or internal systems;
  • remove, obscure, or alter OneCity trademarks, logos, or copyright notices;
  • represent OneCity frameworks, diagnostic structures, or coordination models as your own;
  • use OneCity content outside the scope of the Services, including for internal training, resale, publication, or commercial reuse.

Verification and Enforcement Cooperation. Upon reasonable notice and where OneCity has a good faith basis to believe its Intellectual Property has been used in violation of these Terms, you agree to reasonably cooperate with OneCity in verifying compliance, including providing written attestations regarding access controls, use limitations, and non derivation, subject to applicable law and confidentiality obligations.

For avoidance of doubt, the foregoing restrictions include any attempt to access, extract, copy, mirror, index, cache, store, or otherwise use OneCity Materials or the Services through automated means, including crawlers, scrapers, bots, agents, headless browsers, scripts, extensions, automated prompts, data-harvesting tools, or any system used to train, fine-tune, benchmark, evaluate, or power artificial intelligence or machine learning models (including large language models), whether for commercial or non-commercial purposes. You may not bypass or circumvent access controls, rate limits, authentication requirements, paywalls, technical restrictions, or usage monitoring.

All rights not expressly granted are reserved by OneCity.

6.4 Attribution, Public Reference, and Branding Restrictions

Except as expressly authorized in writing, you may not reference, display, or incorporate OneCity Materials, terminology, frameworks, or branding in public communications, internal documents, presentations, grant applications, marketing materials, or derivative works.

You may not permit, enable, encourage, or facilitate access to OneCity Materials by any third party, including contractors, advisors, vendors, affiliates, or service providers, unless expressly authorized in writing by OneCity. You are responsible for any unauthorized access, exposure, or use resulting from your actions or omissions.

Viewing OneCity advertising, public content, or social media does not grant any license to reuse or repurpose such content. Any reuse, reproduction, or public reference beyond passive viewing is prohibited without prior written consent.

No License by Public Display or Exposure.

The public availability, display, or dissemination of OneCity materials, including advertisements, billboards, presentations, social media content, excerpts, previews, or summaries, does not grant any license or right to use such materials. No rights are conveyed through observation, exposure, or receipt of publicly visible OneCity content. All rights not expressly granted in writing by OneCity are reserved.

  1. Privacy and Data Protection

OneCity processes personal information in accordance with its Global Privacy Notice and, where applicable, a Data Processing Addendum (Pilot & Program Use) or other written agreement.

These documents are incorporated by reference.

  1. No Professional Advice

The Services are provided for organizational clarity, coordination, and execution support.

OneCity does not provide legal, financial, accounting, tax, or regulatory advice unless expressly agreed in writing. You are responsible for decisions made using the Services.

  1. Aggregated and De-Identified Data

OneCity may create aggregated or de-identified data derived from use of the Services for reporting, benchmarking, and service improvement, provided such data does not identify individuals or organizations.

OneCity does not attempt to re-identify de-identified data.

  1. Fees and Payment (If Applicable)

If Services are provided for a fee:

  • fees and payment terms are governed by the applicable agreement or order form,
  • failure to pay may result in suspension or termination of access,
  • fees are non-refundable unless expressly stated otherwise.

  1. Disclaimers

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

ONECITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

ONECITY DOES NOT GUARANTEE RESULTS, OUTCOMES, OR UNINTERRUPTED ACCESS.

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

  • ONECITY IS NOT LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES,
  • ONECITY’S TOTAL LIABILITY ARISING FROM OR RELATED TO THE SERVICES SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO ONECITY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow certain limitations; in those cases, liability is limited to the extent permitted by law.

  1. Indemnification

You agree to indemnify and hold harmless OneCity from claims arising from:

  • your misuse of the Services,
  • your violation of these Terms,
  • your content or activities.

Notice and Opportunity to Cure. Except where immediate injunctive relief is necessary to prevent irreparable harm, OneCity will provide reasonable notice of an alleged breach and a reasonable opportunity to cure prior to pursuing formal enforcement actions.

You waive any right to seek declaratory or preemptive judicial relief challenging the enforceability, scope, or validity of these Terms or OneCity Intellectual Property absent an actual, material dispute arising from an alleged breach. This waiver survives termination.

Equitable Relief.

You acknowledge that unauthorized use of OneCity Intellectual Property would cause irreparable harm for which monetary damages may be inadequate. OneCity is therefore entitled to seek injunctive or equitable relief, without the necessity of posting bond, in addition to any other remedies available at law or in equity.

  1. Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to conflict of laws principles.

Any dispute shall be brought exclusively in the state or federal courts located in Sacramento County, California, unless otherwise required by law.

  1. Changes to the Terms

OneCity may update these Terms from time to time. Updated Terms will be posted with a revised effective date. Continued use of the Services constitutes acceptance of the updated Terms.

  1. Severability and Assignment

If any provision is found unenforceable, the remainder remains in effect.

OneCity may assign these Terms in connection with a merger, acquisition, or sale of assets. You may not assign without OneCity’s consent.

  1. Termination

OneCity may, at its sole discretion, suspend or terminate your access to the Services or OneCity Materials at any time, with or without notice, if OneCity believes that you have violated these Terms, misused the Services or OneCity Materials, engaged in unauthorized access, copying, scraping, extraction, reverse engineering, or other prohibited conduct, or for any reason necessary to protect OneCity’s intellectual property, business interests, or users.

Upon termination, your right to access or use the Services and OneCity Materials immediately ceases. Termination does not limit any other rights or remedies available to OneCity at law or in equity.

Sections relating to intellectual property ownership, use restrictions, confidentiality, disclaimers, limitation of liability, indemnification, governing law, venue, injunctive relief, attorneys’ fees, and any other provisions which by their nature should survive termination shall survive termination or expiration of these Terms.

  1. Entire Agreement

These Terms constitute the entire agreement between you and OneCity Group, Inc. regarding your access to and use of the Services and OneCity Materials, and supersede all prior or contemporaneous agreements, communications, representations, or understandings, whether written or oral, relating to the subject matter hereof.

No information, statement, or content provided in marketing materials, sales discussions, presentations, proposals, emails, social media, public communications, or other materials will modify or supplement these Terms unless expressly set forth in a written agreement signed by an authorized representative of OneCity.

Any ambiguity in these Terms shall be interpreted to give maximum effect to OneCity’s intellectual property rights, use restrictions, and enforcement remedies.

  1. Contact

For questions regarding these Terms:

OneCity Group, Inc.

3631 Truxel Road #1056

Sacramento, CA 95834

📧 privacy@joinonecity.com

🌐 https://www.joinonecity.com