Terms of Service

Last updated July 22, 2026

PLEASE READ THESE TERMS CAREFULLY. BY CREATING AN ACCOUNT, CLICKING “I AGREE,” OR ACCESSING OR USING THE ONEDIVE B2B PLATFORM, CUSTOMER AGREES TO BE BOUND BY THESE TERMS. IF CUSTOMER HAS SIGNED A SEPARATE COVER PAGE WITH ONE DIVE, INC. USING THE SAME ACCOUNT, THAT SIGNED AGREEMENT GOVERNS IN LIEU OF THESE TERMS.


Key Terms

These Key Terms, together with the Standard Terms below, form the complete agreement between Provider and Customer.

Provider: ONE DIVE, INC., a Florida corporation (“OneDive”)

Provider Contact / Notices: legal@onedive.ai | ONE DIVE, INC., 12649 SW 93rd St, Dunnellon, FL 34432

Customer: The dive shop, dive center, distributor, manufacturer, or other business entity that accepts these Terms

Cloud Service / Product: The OneDive B2B Platform — a cloud-based dive industry management platform, including dive shop management, inventory, reservation and booking management, point-of-sale, instructor and certification management, manufacturer catalog integration, distributor portal, and related features made available by Provider from time to time at onediveb2b.com

Website: onediveb2b.com

Customer Tier: Customer’s access and payment obligations depend on their account tier:

  • Distributor accounts are subject to a negotiated subscription, entered into through OneDive’s sales process and documented in a signed MSA. The terms below (Subscription Period, fees, invoicing) apply to Distributor accounts.
  • Dealer (dive shop) accounts are free of charge. Dealers access the Platform at no subscription cost to import catalog items, manage dealer inventory linked to distributor pricing, and export to their storefront. Sections 5 (Payment & Taxes) and 6.1 (Subscription Period) do not apply to Dealer accounts.

Subscription Period: For Distributor accounts: the billing period (monthly or annual) as agreed in the applicable MSA, beginning on the Subscription Start Date and auto-renewing unless one party provides Non-Renewal Notice. Not applicable to Dealer accounts.

Subscription Start Date: The date the Customer’s account is first activated under a signed MSA. For Dealer accounts: the date the account is activated.

Non-Renewal Notice Date: For Distributor accounts: 30 days before the end of the then-current Subscription Period. Not applicable to Dealer accounts.

Invoice Period: For Distributor accounts: as agreed in the applicable MSA (monthly or annual). Not applicable to Dealer accounts.

Payment Period: For Distributor accounts: 30 days after the invoice date (Net 30). Not applicable to Dealer accounts.

Payment Method: For Distributor accounts: as agreed in the applicable MSA. ONE DIVE, INC. does not store card data — all payment information is processed and stored by Stripe, Inc. under Stripe’s own terms. Not applicable to Dealer accounts.

Governing Law: Laws of the State of Florida, without regard to conflict of laws principles

Chosen Courts: State and federal courts located in Marion County, Florida; each party irrevocably submits to exclusive jurisdiction of those courts

General Cap Amount: For Distributor accounts: fees paid by Customer to Provider in the 12 months immediately preceding the first incident giving rise to liability. For Dealer accounts: $100 USD per incident.

Increased Claims: Claims arising from: (i) breach of Section 12 (Confidentiality); (ii) infringement or misappropriation of a party’s intellectual property rights

Increased Cap Amount: For Distributor accounts: 2× fees paid by Customer to Provider in the 12 months immediately preceding the first incident giving rise to liability. For Dealer accounts: $250 USD per incident.

Unlimited Claims: Claims arising from gross negligence, willful misconduct, or fraud; claims that cannot be capped under Applicable Laws

Provider Covered Claims: Third-party claims alleging that the Cloud Service, as provided by Provider and used in accordance with this Agreement, infringes a third party’s U.S. patent, copyright, or trademark, or misappropriates a third party’s trade secret

Customer Covered Claims: Third-party claims arising from Customer Content, or from Customer’s or Users’ use of the Cloud Service in violation of this Agreement or Applicable Laws

Acceptable Use Policy: Provider’s Acceptable Use Policy available at onediveb2b.com/aup, incorporated herein by reference

Prohibited Data: In addition to the categories in Section 15 below: cardholder data as defined under PCI-DSS; biometric data

Additional Warranties: None beyond those in Section 7

Insurance Minimums: None required as of the Effective Date (Provider will update with notice if added)

Professional Services: Not included unless agreed in a separate MSA

SLA: Not included as of the Effective Date; Provider targets 99.5% monthly uptime and will notify of any material disruption

Technical Support: Email support at support@onedive.ai during normal business hours (Eastern Time); response target: 1 business day

AI Features Disclosure: The OneDive B2B Platform includes AI-powered features (catalog enrichment, product descriptions, analytics). AI-generated outputs may contain errors; Customer is responsible for reviewing and validating AI outputs before relying on them


Standard Terms

These Standard Terms are based on the Common Paper Cloud Service Agreement v1.0 (commonpaper.com/standards/cloud-service-agreement/1.0/), used under CC BY 4.0 and adapted for ONE DIVE, INC. Capitalized terms have the meanings given in the Key Terms above or in Section 15 (Definitions) below.


1. Service

1.1 Access and Use. During the Subscription Period, Customer may: (a) access and use the Cloud Service; and (b) copy and use any included Software and Documentation only as needed to access and use the Cloud Service — in each case, for Customer’s internal business purposes and only if Customer complies with the terms of this Agreement.

1.2 Service Level. If an SLA is added and the Cloud Service does not meet it, Provider will provide the remedies in the SLA and will not be responsible for any other remedies. Credits earned under an SLA apply only to future invoices and expire if the Agreement ends. Provider will not accrue SLA remedies for downtime caused by: (a) scheduled or emergency maintenance; (b) Customer’s acts or omissions; (c) third-party infrastructure failures outside Provider’s reasonable control; or (d) Force Majeure Events. Provider will try to inform Customer before scheduled disruptions.

1.3 Support. Provider will provide Technical Support as described in the Key Terms during the Subscription Period.

1.4 User Accounts. Customer is responsible for all actions on User accounts and for Users’ compliance with this Agreement. Customer and Users must protect the confidentiality of passwords and login credentials. Customer will promptly notify Provider if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised.

1.5 Affiliates. If authorized in a signed MSA, individuals from Customer’s Affiliates may access Customer’s account as Users, and Customer will be responsible for its Affiliates’ compliance with this Agreement.

1.6 Feedback and Usage Data. Customer may give Provider Feedback on the Cloud Service. Any Feedback is given “AS IS” and Provider may use it freely without restriction or obligation. Provider may collect and analyze Usage Data and may use it to maintain, improve, and enhance its products and services. Provider will only share Usage Data with third parties in aggregated, de-identified form that does not identify Customer or Users.

1.7 Customer Content. Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product and related offerings. Customer is responsible for the accuracy and legality of Customer Content. Provider will not use Customer Content to train AI models without Customer’s separate written consent.

1.8 Data Migration. Provider offers reasonable assistance to import Customer’s existing data into the Cloud Service at account setup. Customer is solely responsible for ensuring it owns or has the right to use any imported data.


2. Restrictions & Obligations

2.1 Restrictions on Customer. Except as expressly permitted by this Agreement, Customer will not (and will not allow anyone else to):

  • (i) reverse engineer, decompile, or attempt to discover any source code or underlying algorithms of the Product;
  • (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Product;
  • (iii) remove any proprietary notices or labels;
  • (iv) copy, modify, or create derivative works of the Product;
  • (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Product;
  • (vi) access accounts, data, or portions of the Product to which Customer is not authorized;
  • (vii) use the Product to develop a competing service or product;
  • (viii) use the Product with High Risk Activities or activity prohibited by Applicable Laws;
  • (ix) use the Product to obtain unauthorized access to any third party’s networks or equipment; or
  • (x) upload or make available Customer Content to which Customer and Users do not have proper rights.

Customer’s use must also comply with all Documentation and the Acceptable Use Policy.

2.2 Suspension. Provider may temporarily suspend Customer’s access with or without notice if Customer: (a) has an outstanding, undisputed balance that is more than 15 days past due; (b) breaches Section 2.1; or (c) uses the Product in a way that materially and negatively impacts the Product or other customers. Provider will try to inform Customer before suspending its account when practical. Provider will reinstate access only if Customer resolves the underlying issue.


3. Professional Services

Provider will perform Professional Services as detailed in a separate MSA, if any. Customer will reasonably cooperate with Provider to allow performance of Professional Services. Provider is not responsible for inability to perform Professional Services if Customer does not cooperate as reasonably requested.


4. Privacy & Security

4.1 Personal Data. Provider’s Privacy Policy (available at onediveb2b.com/privacy) describes how Provider handles personal data of Customer’s employees, owners, and authorized staff. Before submitting Personal Data governed by GDPR or other Applicable Data Protection Laws, Customer must enter into a Data Processing Addendum (DPA) with Provider. If the parties have a DPA, the DPA terms control each party’s rights and obligations as to Personal Data.

4.2 Prohibited Data. Customer will not submit Prohibited Data to the Product unless authorized by a separate MSA or written agreement. Full payment card numbers must be processed exclusively through Provider’s integrated payment processor (currently Stripe, Inc.).

4.3 Security. Provider will implement and maintain commercially reasonable technical and organizational security measures designed to protect Customer Content against unauthorized access, disclosure, alteration, or destruction.

4.4 Incident Notification. In the event of a confirmed security breach that materially affects Customer’s data, Provider will notify Customer without undue delay and within 72 hours of becoming aware, where feasible, and will cooperate reasonably to investigate and remediate.


5. Payment & Taxes

5.1 Fees and Invoices. All fees are in U.S. Dollars and are exclusive of taxes. Except for prorated refunds expressly permitted under this Agreement, fees are non-refundable. Provider will send invoices for applicable fees once per Invoice Period in advance, starting on the Subscription Start Date.

5.2 Payment. Customer will pay all fees and applicable taxes within the Payment Period using the Payment Method specified in the Key Terms. By providing payment credentials, Customer authorizes Provider to charge recurring fees through Stripe for each Invoice Period. Customer must keep its payment information current.

5.3 Taxes. Customer is responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding taxes that Provider itemizes and includes in an invoice, except for Provider’s income taxes.

5.4 Payment Dispute. If Customer has a good-faith disagreement about an invoice, Customer must notify Provider during the Payment Period and must pay all undisputed amounts on time. The parties will work to resolve disputes within 15 days after the end of the Payment Period.

5.5 Fee Changes. Provider may change fees with at least 30 days’ written notice before the start of a new Subscription Period. Continued use after the notice period constitutes acceptance of the new fees.


6. Term & Termination

6.1 Subscription Period. Each Subscription Period starts on the Subscription Start Date, continues for the selected period, and automatically renews unless one party gives Non-Renewal Notice before the Non-Renewal Notice Date.

6.2 Agreement Term. This Agreement starts on the Effective Date and continues until all Subscription Periods have ended or the Agreement is terminated under this Section 6.

6.3 Termination for Cause. Either party may terminate this Agreement if the other party: (a) fails to cure a material breach within 30 days after receiving written notice; (b) materially breaches the Agreement in a manner that cannot be cured; (c) dissolves or stops conducting business without a successor; (d) makes an assignment for the benefit of creditors; or (e) becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

6.4 Effect of Termination. Upon expiration or termination: (a) Customer’s right to access and use the Cloud Service ends; (b) Provider will delete Customer Content within 60 days of Customer’s written request; (c) each party will return or destroy the other’s Confidential Information; and (d) Provider will submit a final invoice for all fees accrued before termination.

6.5 Data Export. Customer may export Customer Content through the Cloud Service’s export tools at any time during the Subscription Period. Following termination, Provider will make Customer Content available for export for 30 days upon request, after which Provider may delete it.

6.6 Survival. Sections 1.6, 1.7, 2.1, 5 (for fees accrued before termination), 6.4, 6.5, 6.6, 7, 8, 9, 10, 12, 13, 14, and 15 survive expiration or termination.


7. Representations & Warranties

7.1 Mutual. Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing; (c) it will comply with all Applicable Laws; and (d) it will comply with any Additional Warranties stated in the Key Terms.

7.2 From Customer. Customer represents and warrants that it, all Users, and anyone submitting Customer Content each have and will continue to have all rights necessary to submit Customer Content and to allow its use as described in this Agreement.

7.3 From Provider. Provider represents and warrants that: (a) it will not materially reduce the general functionality of the Cloud Service during a Subscription Period without 30 days’ advance notice; and (b) it will perform any Professional Services in a competent and professional manner.

7.4 Provider Warranty Remedy. If Provider breaches a warranty in Section 7.3, Customer must give Provider notice within 45 days of discovering the issue. Provider will attempt to restore functionality or reperform Professional Services within 45 days. If Provider cannot resolve the issue, Customer may terminate the affected Subscription and receive a prorated refund of prepaid fees. This is Customer’s sole and exclusive remedy for warranty breaches under Section 7.3.


8. Disclaimer of Warranties

PROVIDER MAKES NO GUARANTEES THAT THE PRODUCT WILL ALWAYS BE SAFE, SECURE, OR ERROR-FREE, OR THAT IT WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. THE WARRANTIES IN SECTION 7.3 DO NOT APPLY TO ANY MISUSE OR UNAUTHORIZED MODIFICATION OF THE PRODUCT. EXCEPT FOR THE WARRANTIES IN SECTION 7, PROVIDER AND CUSTOMER EACH DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AI-GENERATED OUTPUTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PURPOSE. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS.


9. Limitation of Liability

9.1 Liability Caps. EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR INCREASED CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE INCREASED CAP AMOUNT. EACH PARTY’S TOTAL CUMULATIVE LIABILITY FOR ALL OTHER CLAIMS WILL NOT EXCEED THE GENERAL CAP AMOUNT.

9.2 Damages Waiver. EACH PARTY’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE FOR LOST PROFITS OR REVENUES, OR FOR CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY IN ADVANCE.

9.3 Exceptions. The caps in Section 9.1 and the waiver in Section 9.2 do not apply to Unlimited Claims. The damages waiver in Section 9.2 does not apply to Increased Claims.

9.4 Aggregate Dealer Cap. Notwithstanding Section 9.1, Provider’s total cumulative liability to all Dealer accounts combined, arising out of or relating to this Agreement in any 12-month period, will not exceed $10,000 USD in the aggregate.


10. Indemnification

10.1 Protection by Provider. Provider will indemnify, defend, and hold harmless Customer from and against all Provider Covered Claims made by third parties, and all out-of-pocket damages, awards, settlements, costs, and expenses — including reasonable attorneys’ fees — that arise from a Provider Covered Claim.

10.2 Protection by Customer. Customer will indemnify, defend, and hold harmless Provider from and against all Customer Covered Claims made by third parties, and all out-of-pocket damages, awards, settlements, costs, and expenses — including reasonable attorneys’ fees — that arise from a Customer Covered Claim.

10.3 Procedure. The indemnifying party’s obligations are contingent upon the protected party: (a) promptly notifying the indemnifying party of each Covered Claim; (b) providing reasonable assistance at the indemnifying party’s expense; and (c) giving the indemnifying party sole control over defense and settlement. The indemnifying party may not agree to any settlement that contains an admission of fault or materially and adversely impacts the protected party without prior written consent.

10.4 Changes to Product. If required by settlement or court order, or deemed reasonably necessary in response to a Provider Covered Claim, Provider may: (a) obtain the right for Customer to continue using the Product; (b) replace or modify the affected component without materially reducing general functionality; or (c) if neither (a) nor (b) are reasonable, terminate the affected Subscription and issue a prorated refund.

10.5 Exclusions. Provider’s indemnification obligations do not apply to Provider Covered Claims resulting from: (i) modifications to the Product not authorized by Provider; (ii) unauthorized use of the Product; (iii) use of the Product in combination with items not provided by Provider; or (iv) use of an old version of the Product where a newer release would avoid the claim.


11. Insurance

During the Subscription Period and for six months after, Provider will carry commercially reasonable insurance appropriate for a software-as-a-service business, including general liability and cyber liability coverage. Provider will provide evidence of such coverage upon reasonable written request.


12. Confidentiality

12.1 Non-Use and Non-Disclosure. Each Recipient will: (a) only use the Discloser’s Confidential Information to fulfill obligations or exercise rights under this Agreement; and (b) not disclose Confidential Information to anyone else. Recipient will protect Confidential Information using at least the same protections it uses for its own similar information, but no less than a reasonable standard of care.

12.2 Exclusions. Confidential Information does not include information that: (a) Recipient already knew without any obligation of confidentiality; (b) is or becomes publicly known through no fault of Recipient; (c) Recipient receives under no obligation of confidentiality from an authorized third party; or (d) Recipient independently developed without reference to Discloser’s Confidential Information.

12.3 Required Disclosures. Recipient may disclose Confidential Information to the extent required by Applicable Laws if, unless prohibited, Recipient provides Discloser reasonable advance notice and reasonably cooperates with efforts to obtain confidential treatment.

12.4 Permitted Disclosures. Recipient may disclose Confidential Information to Users, employees, advisors, contractors, and representatives who have a need to know, provided each is bound by confidentiality obligations at least as protective as those in this Section 12.


13. Reservation of Rights

Except for the limited license to copy and use Software and Documentation under Section 1.1, Provider retains all right, title, and interest in and to the Product. Except for the limited rights in Section 1.7, Customer retains all right, title, and interest in and to Customer Content. No rights are granted except as expressly stated in this Agreement.


14. General Terms

14.1 Entire Agreement. This Agreement is the only agreement between the parties about its subject and supersedes all prior or contemporaneous statements. Provider expressly rejects terms in any Customer purchase order or similar document, which may only be used for accounting or administrative purposes.

14.2 Modifications, Severability, and Waiver. Any waiver, modification, or change to this Agreement must be in writing and signed or electronically accepted by each party, except that Provider may update Technical Support, the Acceptable Use Policy, or the Privacy Policy by giving Customer 30 days’ prior notice. If any term is invalid or unenforceable, the remaining terms remain in full force and effect.

14.3 Governing Law and Chosen Courts. The Governing Law stated in the Key Terms governs all interpretations and disputes. The parties will bring any legal action in the Chosen Courts and each party irrevocably submits to the exclusive jurisdiction of those courts.

14.4 Injunctive Relief. A breach of Section 12 or violation of a party’s intellectual property rights may cause irreparable harm. Upon actual or threatened breach, the non-breaching party may seek equitable relief — including injunction — in any court of competent jurisdiction without posting bond.

14.5 Non-Exhaustive Remedies. Except where this Agreement provides an exclusive remedy, seeking or exercising a remedy does not limit other rights or remedies available to a party.

14.6 Assignment. Neither party may assign rights or obligations without prior written consent of the other party. However, either party may assign this Agreement upon notice in connection with a merger, change of control, reorganization, or sale of all or substantially all of its equity, business, or related assets. Any unauthorized attempted assignment is void.

14.7 No Publicity. Neither party may publicly announce the existence of this Agreement without prior written approval, except that Provider may list Customer as a customer and use Customer’s name and logo in promotional materials with Customer’s prior written consent.

14.8 Notices. Notices about this Agreement must be in writing and sent to the Notice Address stated in the Key Terms. Notices are deemed given upon confirmed delivery if by email or personal delivery, or two days after mailing if by overnight commercial delivery.

14.9 Independent Contractors. The parties are independent contractors, not agents, partners, or joint venturers.

14.10 Force Majeure. Neither party will be liable for a delay or failure to perform its obligations if caused by a Force Majeure Event. This section does not excuse Customer’s obligation to pay fees.

14.11 Export Controls. Customer may not remove or export the Product or related technology in violation of any restrictions, laws, or regulations of the United States Department of Commerce, the Department of Treasury Office of Foreign Assets Control, or any other U.S. or foreign agency or authority.

14.12 Anti-Bribery. Neither party will take any action in violation of any Applicable Laws that prohibit offering, giving, or receiving money or anything of value to assist in retaining or obtaining business.

14.13 Acceptance. For click-through acceptance: these Terms become effective when Customer creates an account or clicks “I Agree.” For signed MSAs: this Agreement may be signed in counterparts, including electronic copies.


15. Definitions

“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means more than 50% of the voting stock or other ownership interest.

“Agreement” means these Terms of Service, including the Key Terms and Standard Terms, and any MSA signed by both parties.

“Applicable Data Protection Laws” means laws, rules, and regulations governing how the Cloud Service may process or use personal information, including the Florida Information Protection Act, CCPA/CPRA, and GDPR (to the extent applicable).

“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to Provider or Customer.

“Cloud Service” means the OneDive B2B Platform as described in the Key Terms and any applicable MSA.

“Confidential Information” means information in any form disclosed by or on behalf of a Discloser that: (a) the Discloser identifies as “confidential” or “proprietary”; or (b) should be reasonably understood as confidential due to its nature and circumstances of disclosure. Includes the existence and terms of this Agreement, Customer Content, and non-public information about the Product.

“Customer Content” means data, information, or materials submitted by or on behalf of Customer or Users to the Product, excluding Feedback.

“Documentation” means usage manuals and instructional materials for the Cloud Service or Software made available by Provider.

“Feedback” means suggestions, feedback, or comments about the Product or related offerings.

“Force Majeure Event” means an unforeseen event outside a party’s reasonable control where the affected party took reasonable measures to avoid or mitigate impacts, such as natural disaster, war, pandemic, riot, act of terrorism, or public utility or internet failure.

“GDPR” means European Union Regulation 2016/679 as implemented by local law in the relevant EU member nation and as implemented in the United Kingdom.

“High Risk Activity” means any situation where the use or failure of the Product could reasonably be expected to lead to death, bodily injury, or environmental damage.

“Personal Data” means personal information, personal data, or personally identifiable information as defined under Applicable Data Protection Laws.

“Product” means the Cloud Service, Software, and Documentation.

“Prohibited Data” means: (a) protected health information regulated by HIPAA; (b) full payment card numbers (PAN); (c) social security numbers or other government ID numbers; (d) GDPR special categories of data; (e) biometric data; and (f) similar categories of sensitive information under Applicable Data Protection Laws.

“Software” means client-side software or applications made available by Provider for Customer to install or execute as part of the Product.

“Usage Data” means data and information about the provision, use, and performance of the Product based on Customer’s or Users’ use of the Product.

“User” means any individual who uses the Product on Customer’s behalf or through Customer’s account.