Terms and Conditions
1. Agreement
Effective as of March 1, 2023 These Terms and Conditions (“Terms”) apply when Oneleet Inc., a Delaware corporation, with its primary place of business at 9450 SW Gemini Dr, PMB 89141, Beaverton, OR 97008-7105, USA (“Company”), provides services to a customer (“Customer”), as detailed in a provided quote.
2. Basis of Agreement
These Terms and Conditions (“Terms”) apply when Oneleet Inc., a Delaware corporation, with its primary place of business at 9450 SW Gemini Dr, PMB 89141, Beaverton, OR 97008-7105, USA (“Company”), provides services to a customer (“Customer”), as detailed in a provided quote.
3. Disclaimers and Limitations
These Terms contain, among other provisions, warranty disclaimers, liability limitations, and use limitations.
4. Prevailing Terms
In the event of any inconsistency between these Terms and any other document, including the provided quote, the terms of these Terms shall prevail. No variation to these terms shall be valid unless expressly agreed upon in writing by both parties.
5. Signature for Formalization
For the formalization of a specific agreement between the Company and a Customer, the Customer will execute the provided quote by signing in the designated signature block. The quote will detail the specific terms of the agreement and include pertinent details of the parties involved. The Company's issuance of the quote implies its acceptance of the terms, and the Customer's signature confirms their agreement to those terms.
6. SaaS Services and Support
- Subject to the terms of this agreement, Company will use commercially reasonable efforts to provide Customer Services. As part of the registration process, Customer will identify an administrative user name and password for Customer’s Company account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.
- Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with Company’s standard practice.
- “Services” as used throughout this agreement specifically refers to the services detailed in the Quote provided to the Customer. The specifics of these services, including but not limited to scope, description, deliverables, and associated tasks, will be as outlined in the respective Quote.
7. Restrictions and Responsibilities
- Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to Services (“Software”); modify, translate, or create derivative works based on Services or any Software (except to the extent expressly permitted by Company or authorized within Services); use Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer premises or devices, Company hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during Term only in connection with Services.
- Further, Customer may not remove or export from the United States or allow the export or re-export of Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this agreement and will be prohibited except to the extent expressly permitted by the terms of this agreement.
- Customer represents, covenants, and warrants that Customer will use Services only in compliance with Company’s standard published policies then in effect (“Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services.Although Company has no obligation to monitor Customer’s use of Services, Company may do so and may prohibit any use of Services it believes may be (or alleged to be) in violation of the foregoing.
- Customer will be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer will also be responsible for maintaining the security of Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or Equipment with or without Customer’s knowledge or consent.
8. Client Responsibilities
- Cooperation and Information: The Client acknowledges that the successful provision of the Company's services relies heavily on their full cooperation. To this end, the Client agrees to: Timely provide all necessary, accurate, and complete information and documentation as may be requested by the Company. Execute any actions, adhere to designated procedures, and fulfill any other requirements specified by the Company to facilitate the successful delivery of the services. Engage in regular communication with the Company, ensuring a mutual understanding of service progress and requirements.
- Response Time: Upon the Company's request for certain information, actions, or adherence to procedures, the Client commits to respond either within an agreed-upon timeframe or, if no specific timeframe has been established, within what would be considered a reasonable period given the nature of the request.
- Failure to Cooperate:
- Should the Client fail to extend the requisite cooperation, provide the necessary information, undertake required actions, or abide by the stipulated procedures within the indicated timeframe, such lack of compliance may prevent the Company from effectively rendering its services. In such instances, the Company retains the right to consider the service agreement null and void.
- In the event the agreement is voided due to Client's non-cooperation or delay, the Client will be held financially responsible for all costs the Company incurs as a result of expended time and resources in anticipation of fulfilling the service agreement. This encompasses, but is not restricted to, man-hours, administrative expenses, and any third-party fees or costs the Company may have incurred.
- Moreover, under such circumstances, the Client agrees to pay a cancellation fee equivalent to 25% of the total contract value or the actual costs borne by the Company, whichever is greater.
9. Service Level Agreement
- The Company shall use commercially reasonable efforts to make the Services available 24/7, except for planned maintenance or any unavailability caused by circumstances beyond the Company's reasonable control.
- In the event of any downtime or service interruption, the Company shall communicate promptly with the Customer and shall work diligently to restore the Services to full availability.
10. Data Protection and Privacy
- The Company agrees to implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, in accordance with the Company's standard published security policies.
- The Company shall only process Customer Data as required to provide the Services and will not share, sell, or disclose Customer Data without the express written consent of the Customer, except as required by law.
11. Confidentiality; Proprietary Right
- Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the offered services.. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of Services (“Customer Data”). Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof or any information that Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of Disclosing Party or (e) is required to be disclosed by law.
- Customer will own all right, title and interest in and to Customer Data Company will own and retain all right, title and interest in and to (a) Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.
- Notwithstanding anything to the contrary, Company will have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance Services and for other development, diagnostic and corrective purposes in connection with Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
12. Payment of Fees
- Customer will pay to Company then applicable fees described in the Order Form for Services and Implementation Services in accordance with the terms therein (“Fees”). If Customer’s use of Services exceeds Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this agreement), Customer will be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
- Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer will be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
13. Publicity
By using our services, you grant Oneleet the permission to mention your name, display your logo, and provide a brief overview of your use case with our platform on our website, client directories, and any marketing or promotional endeavors. This usage is contingent upon adhering to any trademark usage guidelines you have explicitly shared with Oneleet.
14. Term and Termination
- Subject to earlier termination as provided below, this agreement is for Initial Service Term as specified in Order Form and will be automatically renewed for additional periods of the same duration as Initial Service Term (collectively, “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
- In addition to any other remedies it may have, either party may also terminate this agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this agreement. Customer will pay in full for Services up to and including the last day on which Services are provided. All sections of this agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
- Upon termination or expiration of this Agreement for any reason, the Company shall promptly return or, at the Customer's request, destroy, all copies of the Customer Data. The Company shall also deactivate the Customer’s access to the Services.
15. Updates to Terms
- Modifications and Changes: The Company reserves the right to modify, add, or delete portions of these Terms at any time, without prior notice. Such modifications will become effective immediately upon posting to the provided platform or communication to the Customer, unless otherwise stated. It is the Customer's responsibility to regularly review these Terms to stay informed of any changes.
- Notification of Changes: While the Company will make reasonable efforts to provide notice of material changes to these Terms, it's the responsibility of the Customer to keep their contact information updated and to check back periodically to familiarize themselves with any changes.
- Acceptance of Revised Terms: Continued use of the Company's services following the posting or communication of any changes to these Terms will indicate the Customer's acceptance and agreement to be bound by the revised terms. If the Customer does not agree with the modifications, they should cease using the Company's services and notify the Company immediately.
- Previous Agreements: In case of any conflict between the current version of these Terms and any previous version(s), the provisions that are current and in effect will take precedence (unless otherwise stated).
16. Warranty and Disclaimer
Company will use reasonable efforts consistent with prevailing industry standards to maintain Services in a manner which minimizes errors and interruptions in Services and will perform Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
17. Limitation of Liability
NOTWITHSTANDING ANYTHING TO CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A)FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C)FOR ANY MATTER BEYOND COMPANY’S REASONABLE CONTROL; OR (D)FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
18. Miscellaneous
If any provision of this agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force and effect and enforceable. This agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent. Company may transfer and assign any of its rights and obligations under this agreement without consent. This agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever. In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This agreement will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions.
