Terms & Conditions
CONFIDENTIAL SOFTWARE AS A SERVICE AGREEMENT
This SaaS Services Agreement (“Agreement”) is entered into on per e-signature date (the “Effective Date”) between OneMeta, a Nevada Corporation, and the Customer listed on the Order Form (“Customer”).
TERMS AND CONDITIONS
1. SAAS SERVICES AND SUPPORT
1.1 Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide Customer access to the Software as a Service solution more fully described in an Order Form signed by the parties substantially in the form of Exhibit A (the “Services”). The company may provide customization or other Implementation Services as mutually agreed by the parties and set forth in an exhibit hereto. As part of the registration process, Customer will establish the required credentials (e.g., usernames and passwords) for Customer’s users. Company reserves the right to refuse registration using, or cancel, credentials it deems inappropriate.
1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the Company’s standard practice.
1.3 Disclaimer: The accuracy of any subtitles and/or translation depends on a range of factors, including the speaker’s pronunciation and microphone quality, as well as volume and characteristics of any ambient noise.
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 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 the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or expressly authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels; intentionally upload, transmit, post, email or otherwise make available on the Services, any credit card numbers, any personally identifiable information, or any other content or material that (A) is false, inaccurate, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, discriminatory, invasive of another’s privacy, libelous and/or otherwise objectionable; (B) infringes any third party’s intellectual property; or (C) contains viruses, worms, Trojan horses, back doors or trap doors, corrupted files, or any other similar software or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
2.2 Further, Customer may not remove or export from the United States or allow the export or re-export of the 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.
2.3 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company’s standard published policies then in effect (the “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 the Services, Company may do so and may prohibit any use of the Services it believes may be in violation of the foregoing.
2.4 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, personal computing devices, smartphones, hardware, servers, software (other than Software), operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer accounts, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer accounts or the Equipment with or without Customer’s knowledge or consent.
3. CONFIDENTIALITY; PROPRIETARY RIGHTS
3.1 The terms of this Agreement (including pricing) are confidential. Customer may not share copies of this Agreement outside of Customer’s organization. The Agreement terms may only be shared with those who need to know, and all recipients are under the same confidentiality obligations.
3.2 To the extent Customer may receive business, technical or financial information relating to Company’s business (hereinafter referred to as “Proprietary Information”), Customer agrees: (i) to take reasonable precautions to protect such Proprietary Information and (ii) not to use or divulge to any third person any such Proprietary Information. The foregoing shall not apply with respect to any information that Customer 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 the 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 the Disclosing Party or (e) is required to be disclosed by law.
3.3 The Company owns and retains all rights, titles, and interests in and to (a) the Services and Software, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with any Implementation Services as shown on Exhibit A, or support, (c) any de-identified, anonymized, or aggregated data that is based on or derived from use of the Software, and (d) all intellectual property rights related to any of the foregoing.
3.4 Notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning usage patterns, user base characteristics, Customer’s use of the Software, etc.), and Company will be free (during and after the term hereof) to (i) use such information and data to establish or enhance its proprietary rights, to improve and enhance the Services, and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings; and (ii) disclose such data (e.g., in aggregate or other de-identified form), at Company’s discretion.
3.5 The company owns all rights, title, and interest in and to the Services and the Software, including, without limitation, all inventions, know-how, methodologies, algorithms, and other intellectual property rights embodied by, contained in, or derived from the Services or the Software (the “Company IP”) and Customer will have no right or license to the Company IP except the right of access to the Services expressly granted in Section 1 of this Agreement.
3.6 The Company may advertise or otherwise disclose the existence of this agreement, Customer’s name, Customer’s use of Company’s services hereunder (e.g., in marketing or soliciting business from similar users, in press releases, promotional materials, etc.).
4. PAYMENT OF FEES
4.1 The customer will pay Company the then applicable fees described in the Order Form for the Services and Implementation Services (if any) in accordance with the terms of this Agreement (the “Fees”). Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of any initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).
4.2 Failure to pay may result in immediate termination of any services provided hereunder at the Company’s discretion.
5. TERM AND TERMINATION
5.1 Subject to earlier termination as provided below, this Agreement is for an initial Service Term as specified in the Order Form, but may be renewed for additional periods of the same duration as the initial Service Term (collectively, the “Term”), by agreement between the parties.
5.2 In addition to any other remedies it may have, either party may also suspend the Services or 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 the Services up to and including the last day on which the 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.
6. WARRANTY AND DISCLAIMER
6.1 When using any Software as a Service solution provided hereunder, the accuracy of any transcription and/or translation depends on a range of factors, including the speaker’s pronunciation and microphone quality, as well as the volume and characteristics of any ambient noise. The company, therefore, agrees it has performed sufficient testing to enter this Agreement. NO GUARANTEE OF A PARTICULAR ACCURACY LEVEL IS PROVIDED BY THE COMPANY.
6.2 Subject to the limitations of section 6.1, the Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner that minimizes errors and interruptions in the Services and shall perform any 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 shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. COMPANY PROVIDES NO WARRANTIES WITH RESPECT TO THE SUPPLIED SERVICES OR EQUIPMENT EXCEPT ANY MANUFACTURER’S WARRANTY THAT COMPANY MAY PASS THROUGH TO CUSTOMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE 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.
Company shall hold Customer harmless from liability to third parties resulting from infringement by the Service of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to promptly assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Service to be non-infringing, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Service.
8. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, DIRECTORS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL 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.
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. 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 shall be governed by the laws of the State of Nevada without regard to its conflict of laws provisions.