OurCo Entity Terms.
PLEASE READ THESE GENERAL TERMS OF USE CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND OURCO.
Entity Accounts. Ourco offers Entity Accounts (“EA”) to Entities (“Entities” include entities, organizations, and businesses), and the public sector, but not to automated entities. EA are governed the Entity Terms. These Entity Terms of Use (“Entity Terms”) are legally binding and describe your rights and responsibilities related to your use, whether as a registered user or visitor (“Participant”), of Ourco’s website, mobile apps, and services (“Products”). EA are limited in the content they can see. Entity Users designated by their contracting organizations as administrators may have the ability to post and access certain analytics as defined in the entity contract after receiving a unique pin issued to them from their organization.
Entity Account Rules. An EA is limited to one account per entity, and registration rules are set out in the contract your Entity signed with Ourco. The EA account password may not be shared with anyone else. The EA allows for licensing multiple participants (“Entity Participant or Customer) to use the EA, with pricing and number of users dependent on the subscription choice of the EA. Ourco may cancel or suspend access to the Entity Products if Entity Participant shares login credentials in an unauthorized manner. If you become aware of any unauthorized access to your account, you should notify Ourco immediately.
Agreement. Customer indicates its agreement to these Entity Terms by clicking or tapping on a button indicating acceptance, by executing a document that references them, or by using the Entity Products. Customer represents it has the authority to bind its Entity to these terms.
Updates. Ourco reserves the right to update its Entity Products and Products, and Customer agrees and acknowledges that right. By continuing any access or use of Ourco Products or Entity Products after any notice of an update to these Entity Terms, Customer agrees to be bound by all updates. Ourco’s Retention Policies for Entity Content may differ from those set forth in the Terms. Ourco retains Entity Content as necessary to provide our Entity Products, for internal record keeping, and for product improvement and safety purposes.
Compliance. Customer represents and warrants that it will comply with all laws and regulations applicable to its use of the Entity Products.
Prohibited Usage Rights and Restrictions. The following uses of Ourco are prohibited. Customers and any others accessing Ourco shall not use automated systems or software to:
data mine or scrape the content, data or information from the Entity Products, or otherwise access or collect the content, data or information from the Entity Products using automated means;
circumvent any measure that controls access to the Entity Products in any way, including overriding any security feature or bypassing or circumventing any access controls or use limits of the Entity Products;
cache or archive the Entity Content (except for a public search engine’s use of spiders for creating search indices);
act in any manner that imposes an unreasonable or disproportionately large load on our network or infrastructure;
act in any manner that could disable, damage or change the functioning or appearance of the Entity Products or advertisements including but not limited to transmitting any viruses, malware, or other types of malicious software, or links to such software, through the Entity Products;
purchase, use, or access the Entity Products for the purpose of building a competitive product or service or for any other competitive purposes;
circumvent or attempt to circumvent any limitations that Ourco imposes on its account;
probe, scan, or test the vulnerability of any Ourco system or network;
use the Entity Products to infringe the intellectual property rights of others, or to commit an unlawful activity;
unless authorized by Ourco in writing, you may not resell or lease the Entity Products;
use Entity Products without complying with industry specific regulations applicable to such use, or use the Entity Products in a way that would subject Ourco to those industry specific regulations without obtaining Ourco’s prior written agreement (i.e. HIPAA compliance);
register accounts by “bots” or other automated methods, or
violate our Content Policy.
Customer or any other accessing Ourco may be subject to civil, criminal and/or other penalties, fines or sanctions if it/they engage(s) in or assists another to engage in a prohibited use of the Entity Products or of Ourco.
Privacy. In the course of using the Entity Products, you may submit content to Ourco (“Your Content”) and Customer Data. Click here for Ourco’s Privacy Policy to understand how Ourco treats Your Content and Customer Data.
Security. Ourco will store and process Your Content and Customer Data in a manner consistent with industry security standards. Ourco has implemented appropriate technical, organizational, and administrative systems, policies, and procedures designed to help ensure the security, integrity, and confidentiality of Customer Data and Your Content.
If Ourco becomes aware of any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or destruction of, personal data related to your account (“Security Incident”), Ourco will take reasonable steps to notify you without undue delay. Ourco will also reasonably cooperate with you with respect to any investigations relating to a Security Incident with preparing any required notices, and provide any other information reasonably requested by you in relation to any Security Incident, where such information is not already available to you in your account or online through updates provided by Ourco.
No Warranty. Ourco seeks to provide you with a great experience when using the Entity Products. However, they may be unavailable from time to time for various reasons.
DISCLAIMER. OURCO AND THE ASSOCIATED ENTITY PRODUCTS AND CONTENT ARE PROVIDED “AS IS AND/OR “AS AVAILABLE.” OURCO DOES NOT PROMISE THAT ANY ASPECT OF OUR ENTITY PRODUCTS WILL WORK PROPERLY OR CONTINUOUSLY AND HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Customer’s sole and exclusive remedies and Ourco’s entire liability for breach of the warranty under this Section 9 will be:
the re-performance of the Entity Product, and
if Ourco fails to re-perform, Customer may terminate its subscription for the affected Entity Product in writing within three months of Ourco’s failure to re-perform.
Own Risk. Customer acknowledges that it downloads Content, uploads Your Content, or uses Entity Products at its own risk. Ourco does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Entity Product by any Participant, information provider or other user. Customer acknowledges that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at Customer’s sole risk.
Indemnity. If a claim is made against Ourco (whether against the company or any of its employees, directors, or officers) based on a harm arising from Customer action in connection with Ourco, Customer will defend Ourco against claims brought against Ourco and its Affiliates, Subsidiaries and subcontractors by any third party related to Customer issues. Customer will indemnify and hold Ourco, its Officers, Directors, Employees, Subsidiaries and Affiliates harmless from and against any damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to any such claim, cause of action, or dispute.
The party against whom a third party claim is brought will timely notify the other party in writing of any claim, reasonably cooperate in the defense and may appear (at its own expense) through counsel reasonably acceptable to the party providing the defense. The party that is obligated to defend a claim will have the right to fully control the defense. Any settlement of a claim will not include a financial or specific performance obligation on, or admission of liability by, the party against whom the claim is brought.
Entity Claims Resolved by Arbitration. If Customer accesses or uses Ourco Products or Ourco Entity Products for business or Entity purposes and makes a claim between Customer and Ourco (“Entity Claim”), all claims as stated below other than the exclusions noted below will be solely subject to arbitration, and Customer agrees to arbitrate Entity Claims between itself and Ourco, Inc.
Exclusions: This provision does not cover any Entity Claims relating to violations of Customer or Ourco intellectual property rights, including, but not limited to, copyright infringement, patent infringement, trademark infringement, violations of our brand usage, violations of either parties’ confidential information or trade secrets, or efforts to interfere with our Products or Entity Products or engage with our Products or Entity Products in unauthorized ways (for example, automated ways). If an Entity Claim between Customer and Ourco, Inc. is not subject to arbitration, Customer agrees that the claim must be resolved exclusively according to the jurisdiction clause in Section 20k below.
Arbitration Provisions: OURCO AND CUSTOMER AGREE THAT, BY ENTERING INTO THIS ARBITRATION PROVISION, ALL PARTIES ARE WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. THE PARTIES AGREE THAT EACH MAY BRING ENTITY CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. Customer may bring an Entity Claim only on its own behalf and cannot seek relief that would affect other parties. If there is a final judicial determination that any particular Entity Claim (or a request for particular relief) cannot be arbitrated according to the limitations of this Section 12 then only that Entity Claim (or only that request for relief) may be brought in court. All other Entity Claims (or requests for relief) will remain subject to this Section 12. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision. All issues are for an arbitrator to decide, except that only a court may decide issues relating to the scope or enforceability of this arbitration provision or the interpretation of the prohibition of class and representative actions. If any party intends to seek arbitration of a dispute, that party must provide the other party with notice in writing.
This notice of dispute to us must be sent to the following address: Ourco, Inc. 215 2 90th Street #14C, New York, NY 10024. The arbitration will be governed by the AAA’s Entity Arbitration Rules (“AAA Rules”), as modified by these Entity Terms, and will be administered by the AAA. If the AAA is unavailable, the parties will agree to another arbitration provider or the court will appoint a substitute. The arbitrator will not be bound by rulings in other arbitrations in which you are not a party. To the fullest extent permitted by applicable law, any evidentiary submissions made in arbitration will be maintained as confidential in the absence of good cause for its disclosure. The arbitrator’s award will be maintained as confidential only to the extent necessary to protect either party’s trade secrets or proprietary business information or to comply with a legal requirement mandating confidentiality. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA Rules, except that we will pay for your filing, administrative, and arbitrator fees if your Entity Claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
If you do not wish to be bound by this provision (including its waiver of class and representative claims), you must notify us as set forth below within 30 days of the first acceptance date of any version of these Entity Terms containing an arbitration provision. Your notice to us under this Section 12 must be submitted to the address here: Ourco, Inc. 215 2 90th Street #14C, New York, NY 10024.
Liability Limits. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OURCO, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, OR (B) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), ARISING OUT OF OR IN CONNECTION WITH THE ENTITY PRODUCTS, PRODUCTS, AND THESE ENTITY TERMS OR TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF OURCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
In addition to and without limiting the scope of this section of our Entity Terms, Customer agrees that Ourco is not responsible for the actions, Entity Products, content, or data of third parties and Customer releases Ourco, its officers, directors, employees, agents, affiliates, subsidiaries and contractors from any claims and damages, known or unknown, arising out of or in any way connected with any claim you have against any such third parties.
If you are a California resident, you agree to waive California Civil Code § 1542, which says:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
Customer Warranties. Customer warrants its current and continuing compliance with all laws and regulations applicable to it in connection with the Customer Data.
Intellectual Property Rights. Ourco Consulting, Ourco Entity Products, Ourco design contributions, related knowledge or processes, and any derivative works of them are all owned by Ourco. All rights not expressly granted to Customer are reserved to Ourco and its licensors. Customer covenants, on behalf of itself and its successors and assigns, not to assert against Ourco and its Affiliates or licensors, any rights, or any claims of any rights, in any Ourco Consulting or Entity Products.
Licenses. Customer retains all rights in and related to the Customer Data. Customer grants Ourco a license to content that is covered by intellectual property rights that Customer offers to be shared, posted, or uploaded on or in connection with Entity Products. Customer ensures and represents it has secured all rights necessary to grant the licenses and rights it grants to us under the Entity Terms including but not limited to permission to display, distribute and deliver Your Content within Ourco Entity Products. Ourco is not responsible for any actions Customer takes with respect to Your Content, including sharing it publicly.
Customer retains ownership of all of its intellectual property rights in Your Content. These Entity Terms do not grant Ourco any licenses or rights to Your Content except for the limited rights needed for Ourco to provide the Entity Products, and as otherwise described in these Entity Terms and SOW.
Customer grants Ourco a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit Your Content, but only for the limited purposes of providing the Entity Products to you and as otherwise permitted by the Ourco Privacy Policies. This license for such limited purposes continues even after you stop using our Entity Products, with respect to aggregate and de-identified data derived from Your Content and any residual backup copies of Your Content made in the ordinary course of Ourco’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Entity Products to you. If you provide Ourco with feedback about the Entity Products, we may use your feedback without any obligation to you.
Content Review. Customer acknowledges that, in order to ensure compliance with legal obligations, Ourco may be required to review certain content submitted to the Entity Products to determine whether it is illegal or whether it violates these Entity Terms. Ourco may also modify, prevent access to, delete, or refuse to display content that it believes violates the law or these Entity Terms. However, Ourco otherwise has no obligation to monitor or review any content submitted to the Entity Products.
Publish Links. Ourco may publish links in its Entity Products to internet websites maintained by third parties. Ourco does not represent that it has reviewed such third party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Entity Products are the property of their respective owners.
Copyright Claims. Ourco responds to notices of alleged copyright infringement in accordance with the U.S. Digital Millennium Copyright Act (DMCA). If you believe that your work has been exploited in a way that constitutes copyright infringement, you may notify us at Ourco, Inc. 215 2 90th Street #14C, New York, NY 10024.
Confidential Information. The receiving party will protect all Confidential Information of the disclosing party as strictly confidential to the same extent it protects its own Confidential Information, and not less than a reasonable standard of care. Receiving party will not disclose any Confidential Information of the disclosing party to any person other than its personnel, representatives or Authorized Users whose access is necessary to enable it to exercise its rights or perform its obligations under the Entity Agreement and who are under obligations of confidentiality substantially similar to those in Section 18. Customer will not disclose the Entity Agreement, its Entity Terms, or the pricing to any third party.
In the event of legal proceedings relating to the Confidential Information, the receiving party will cooperate with the disclosing party and comply with applicable law (all at disclosing party’s expense) with respect to handling of the Confidential Information.
The restrictions on use or disclosure of Confidential Information will not apply to any Confidential Information that:
is independently developed by the receiving party without reference to the disclosing party’s Confidential Information,
is generally available to the public without breach of the Entity Terms by the receiving party,
at the time of disclosure, was known to the receiving party free of confidentiality restrictions, or
the disclosing party agrees in writing is free of confidentiality restrictions.
Publicity. Customer will not use the name Ourco in publicity activities without the prior written consent of Ourco or unless directed by Ourco as part of the Entity Product.
Miscellaneous.
No Relationship. No agency, partnership, joint venture, joint controllership, employment or franchise relationship is created by these Entity Terms. No third-party beneficiary rights are conferred or granted.
No Waiver of Action. Ourco’s failure to act or delay in enforcing a provision(s) under these Entity Terms does not waive its right to do so later.
No Restricted Parties. Customer represents and warrants that he/it is not located in a country that is (i) subject to a U.S embargo or has been designated by the U.S. Government as a “terrorist supporting” country or (ii) listed on any U.S., Government list of prohibited or restricted parties including but not limited to the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Treasury Department’s list of Specially Designated Nationals.
Severability. If any provision of the Entity Terms or SOW is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of the Entity Terms or SOW.
No Assignment. Customer may not assign or transfer its rights or obligations under these Entity Terms without written consent by Ourco. Customer may not assign or transfer the Agreement (or any of its rights or obligations) to any party without Ourco’s consent. Ourco may assign the Agreement to Ourco Affiliates and Subsidiaries.
Conflicting Terms. Some of the Entity Products are also governed by general Terms of Use (“Terms”.) If you access Products under our Terms or use them for business or Entity purposes under the EA, you agree that the Entity Terms incorporate the Terms to the extent they do not conflict. In the event of a conflict, the Entity Terms will supersede.
No Waiver. A waiver of any breach of the Agreement is not deemed a waiver of any other breach.
Electronic Signature. Electronic signatures that comply with applicable law are deemed original signatures.
Notices. All notices will be in writing and delivered to Ourco Legal, 215 W 90th Street #14C, New York, NY 10024. A copy may be sent to the address set forth on an Order Form if different than the address in this Section 22i.
Force Majeure. Any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.
Governing Law and Jurisdiction. The Agreement and any claims relating to its subject matter will be governed by and construed under the laws of New York, without reference to its conflicts of law principles. All disputes will be subject to the exclusive jurisdiction of the courts located in the Southern District of New York or the state courts within Manhattan County, and Customer submits to the personal jurisdiction of either of these courts for the purpose of litigating any such claim. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (where enacted) will not apply to the Entity Agreement. Either party must initiate a cause of action for any claim(s) relating to the Entity Agreement and its subject matter within one year from the date when the party knew, or should have known after reasonable investigation, of the facts giving rise to the claim(s).
Survival. Sections 9,11,12,13,18, and 20 will survive the expiration or termination of the Entity Terms.
Rights Reservation. Ourco reserves all rights not expressly granted to you.
Glossary:
Statement of Work. (SOW) Refers to that separate document executed by Customer and Ourco that describes more fully the business relationship between Customer and Ourco.
Participant. Any person, entity or automated entity who accesses Ourco.
Your Content. Content that Customer provides and may include third party content provided by Customer.
Terms, General Terms and Entity Terms. The combined Terms of Service for the Use of Ourco.
____ Participant acknowledges he has read and is bound by the Entity Terms.