Terms of Service

Last updated: January 1, 2025

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between OneNext, Inc. ("OneNext," "we," "our," or "us") and you ("Customer," "you," or "your") regarding your access to and use of our financial infrastructure platform, APIs, and related services (collectively, the "Services"). By accessing or using our Services, you agree to be bound by these Terms.

If you are accessing our Services on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms, and all references to "you" will refer to that entity.

2. Eligibility

To use our Services, you must: (a) be at least 18 years of age; (b) be a legal business entity incorporated or organized under applicable law; (c) have the legal authority to enter into binding contracts; (d) not be located in or be a national of any country subject to US government embargoes or sanctions; and (e) successfully complete our customer onboarding and KYB/KYC verification process.

We reserve the right to refuse Services to any entity at our sole discretion, including but not limited to entities that are unable to satisfy our compliance requirements.

3. Account Registration and Security

To access our Services, you must create an account and provide accurate, complete information about your business and its beneficial owners as required by applicable regulations. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must immediately notify us of any unauthorized use of your account.

We may require multi-factor authentication and other security measures as a condition of account access. You agree to comply with all security requirements we establish, including but not limited to our API key management policies.

4. Services Description

OneNext provides B2B financial infrastructure services including, but not limited to: payment processing (ACH, wire, RTP, FedNow, and card payments), open banking API connectivity, compliance automation (KYB/KYC, AML screening), treasury management tools, and banking-as-a-service capabilities. The specific services available to you depend on your subscription plan and applicable regulatory approvals.

We may modify, suspend, or discontinue any feature or component of the Services at any time, with reasonable notice to affected customers where practicable. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services.

5. Acceptable Use

You agree to use our Services only for lawful purposes and in accordance with these Terms. You shall not:

Use the Services to process payments for illegal goods or services, including without limitation controlled substances, illegal gambling, or weapons trafficking
Use the Services to evade sanctions, embargoes, or other legal restrictions on financial transactions
Attempt to circumvent our compliance controls or submit false or misleading information in connection with our KYB/KYC process
Use the Services in a manner that violates the Bank Secrecy Act, OFAC regulations, or other applicable financial regulations
Access or attempt to access our systems or data through unauthorized means
Reverse engineer, decompile, or attempt to derive the source code of our proprietary systems
Sublicense, resell, or otherwise transfer your right to use the Services to third parties without our prior written consent
Use the Services in a manner that could damage, disable, or impair our infrastructure or interfere with other customers

6. Compliance with Laws and Regulations

You are solely responsible for ensuring that your use of the Services complies with all applicable laws and regulations, including those governing your specific industry and the jurisdictions in which you operate. You represent and warrant that your business, your use of the Services, and all transactions processed through the Services comply with applicable law.

We operate under applicable financial regulations and are required to monitor transactions for suspicious activity, report certain transactions to regulatory authorities, and take action to prevent money laundering and other financial crimes. By using our Services, you acknowledge and consent to this monitoring and reporting.

7. Fees and Payment

Our fees are set forth in your subscription agreement or pricing addendum. We reserve the right to modify our fees with 30 days advance notice. All fees are non-refundable except as expressly provided in these Terms or applicable law.

We will charge fees to the payment method you provide. You are responsible for maintaining a valid payment method on file. If we are unable to charge your payment method, we may suspend or terminate your access to the Services.

You are responsible for all taxes associated with your use of the Services, except for taxes on our income. Where we are required by law to collect taxes, we will add them to your invoice.

8. Intellectual Property

The Services and all intellectual property rights therein, including our APIs, documentation, software, and trademarks, are owned by or licensed to OneNext. Nothing in these Terms transfers any ownership of our intellectual property to you.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes during the term of your subscription.

9. Confidentiality

Each party agrees to treat as confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONENEXT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICES.

ONENEXT'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO ONENEXT IN THE TWELVE MONTHS PRECEDING THE CLAIM, OR (B) $100.

These limitations apply regardless of the theory of liability, whether based in contract, tort, negligence, strict liability, or otherwise, and even if OneNext has been advised of the possibility of such damages.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. ONENEXT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

12. Indemnification

You agree to indemnify, defend, and hold harmless OneNext and its officers, directors, employees, and agents from any claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of applicable laws or regulations; or (d) any transactions processed through your account.

13. Term and Termination

These Terms remain in effect while you use our Services. We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice, effective immediately. Reasons for termination include but are not limited to: violation of these Terms, non-payment, activity that poses legal or compliance risk, or at our sole discretion.

Upon termination, your right to use the Services will immediately cease. Sections that by their nature should survive termination will survive, including but not limited to Sections 6, 8, 9, 10, 11, 12, and 14.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law principles. Any disputes arising out of or relating to these Terms or the Services shall be resolved through binding arbitration in accordance with the JAMS Streamlined Arbitration Rules, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction.

15. General Provisions

These Terms constitute the entire agreement between you and OneNext regarding the subject matter hereof and supersede all prior agreements. If any provision is found unenforceable, the remaining provisions will continue in full force. Our failure to enforce any right or provision is not a waiver of that right or provision.

16. Contact

Questions about these Terms should be directed to: OneNext, Inc., 101 California St Suite 2400, San Francisco CA 94111, Email: hello@onenext.us

16. Financial Regulatory Disclosures

OneNext is not a bank, credit union, investment adviser, or broker-dealer registered with any federal or state regulatory authority. We are a technology company that provides financial infrastructure services to businesses. Our customers who use our APIs and platform to offer financial products to end consumers are themselves responsible for obtaining any required licenses or registrations, and for compliance with all applicable consumer financial protection laws.

Our Services do not constitute financial advice, investment advice, credit counseling, or any other form of professional financial guidance. While we strive to ensure the accuracy of financial data processed through our platform, we do not guarantee the accuracy, completeness, or timeliness of any financial information, and we are not responsible for decisions made based on information provided through our APIs or platform.

To the extent that any aspect of our Services is subject to regulation as a money services business, money transmitter, or payment facilitator, we maintain the necessary licenses and registrations in applicable jurisdictions and comply with applicable regulatory requirements. For a current list of our licenses and registrations, please contact us at hello@onenext.us.

17. Acceptable Use Supplemental Terms

In addition to the Acceptable Use provisions in Section 5, the following supplemental terms apply to specific use cases:

Regarding payment processing: All payments processed through our APIs must comply with the card network rules of Visa, Mastercard, American Express, and Discover, as applicable, as well as the operating rules of The Clearing House RTP network and FedNow. You are responsible for ensuring that all transactions you process through our platform comply with these network rules and with applicable law. We reserve the right to decline to process any transaction that we believe may violate network rules or applicable law, even if it does not clearly violate our Terms.

Regarding banking-as-a-service features: If you use our BaaS features to offer financial products to your end customers, you are responsible for all regulatory compliance with respect to those products, including any required disclosures, error resolution procedures, and compliance with consumer financial protection laws. You must maintain your own compliance program and designate a compliance officer responsible for overseeing your compliance with applicable regulations.

Regarding data usage: Transaction data processed through our APIs may not be used for any purpose other than providing your own services to your customers. You may not aggregate or analyze transaction data across your customer base to create insights that you then sell to third parties, without our prior written consent and appropriate data sharing agreements with your customers.