SERVICE AND LICENSE AGREEMENT
This Onemata Platform Service and License Agreement (“Agreement”) is an agreement between you, the client hereunder (the “Client”), and Onemata Corporation (“Onemata”), regarding the Onemata Platform. The Client and Onemata may be jointly referred to as the “Parties” herein.
By checking the box which states its agreement to the Onemata Terms and Conditions, the Client is accepting the terms of this Agreement. If these terms are not acceptable, the Client should not sign up for, access, or use any portion of the Platform. In that case, if the Client has paid any amounts in advance to Onemata, the Client should contact Onemata for a refund.
The “Platform” as defined herein is the Onemata SaaS “software as a service” platform for finding future customer prospects (however accessed, whether through an Internet browser on the web site onemata.com, mobile device, application, or otherwise) and the related systems, databases, data sets, indices, interfaces, documents, instruments, and other materials made available or provided by Onemata therewith, including, updates, revisions, modifications, additions, corrections and fixes thereto, and all such items related to Added Products (as defined below) for which license rights are acquired by the Client.
- License. During the Term (as defined in Section 13.a below), and for so long as the Client is in compliance with all obligations set forth in this Agreement, Onemata grants the Client a non-exclusive, non-transferable, revocable, and limited license to access and use the Platform within its organization, for the internal purpose of conducting its own business activities. The Platform may only be accessed and used by those individuals who are employees or representatives of the Client, and the terms of this Agreement apply to such individual’s usage. All other access and usage of the Platform, and access or usage by any other person is strictly prohibited. The Client acknowledges that it will be provided with access to and use of the Platform online, and that the Client is not being granted the right to copy such Platform to its own computer systems or devices, although the Client may download or copy ordered data sets for its own business activities. Notwithstanding the foregoing, if Onemata provides a mobile application as part of the Platform, that mobile application may be downloaded onto the Client’s devices.
- In consideration for the Platform services and license, based on the subscription tier or type selected by the Client as set forth in that separate applicable plan pricing notice or other pricing terms set forth on onemata.com or otherwise provided by Onemata (the “Subscription Terms”), the Client shall pay to Onemata one or more of the following: Subscription Fees, Data Fees, Contact Data Fees, Service Fees, Set Up Fees, and any other applicable fees. Where applicable, the Set Up Fee is invoiced by Onemata and is payable upon receipt of the applicable invoice. Subscription Fees are due in advance on a monthly reoccurring basis, at certain periods during the Term that depend on the type of subscription acquired by the Client. In addition, the Client must pay fees for exceeding applicable subscription data limits, contact enrichment data requests and any other supplemental services and data beyond base subscription levels, as set forth in the Subscription Terms. Supplemental services and data fees are due either immediately at time of purchase or on a monthly basis in conjunction with the recurring Subscription Fees at the end of each period in which supplemental services and data are provided, as set forth in the Subscription Terms or other documentation provided by Onemata. Any other fees listed in the Subscription Terms shall be charged as specified in the Subscription Terms.
- All fees will generally be charged by Onemata via automated withdrawals from a bank account or credit card account designated by the Client to Onemata, and during the term the Client must provide to Onemata all necessary information and authorizations to permit the automated payment transactions. Onemata reserves the right to change its payment procedures and to charge or invoice on a different basis or schedule. The amount of certain fees will depend on the subscription tier that Client joins, which vary depending on different subscription models and other facts that may be set forth from time to time in the Subscription Terms. Onemata may agree to different pricing arrangements with certain clients under unique circumstances. Onemata also may at its discretion grant Client a preliminary test or demonstration use of the Platform at a reduced fee or no fee, in which case this Agreement still applies except that a reduced fee or no fees are due for that period. Onemata may suspend or terminate the Client’s license, use of, and access to the Platform at any time that a payment is not made when due, including when any credit card payment is not honored. Any fees or other payments that come due that are not made by the applicable due date will accrue interest at the rate of the lower of 1.5 percent of the outstanding balance per month or the maximum rate allowed at law. The fees set forth in the Subscription Terms are subject to change by Onemata. Onemata may make the changes by modifying the Subscription Terms or the pricing information in the Platform or onemata.com website, or by otherwise notifying the Client, and such pricing changes shall be deemed effective as of the start of the next billing period applicable to the Client’s subscription tier or subscription type, unless Onemata designates a later date of effectiveness.
- Updates. This Agreement grants the Client the right to use the Platform during the Term as initially provided to the Client and any updated versions of the same Platform that are released by Onemata, for so long as the applicable ongoing fees and other required amounts are paid.
- Added Products. Onemata may provide additional units of or ancillary products of the Platform providing additional or increased capabilities or functions (“Added Products”) from time to time. The Client has the option to acquire a license to such Added Products as part of the Platform for an additional fee or other payment and terms, which may be set forth in the Subscription Terms or a separate page or documentation. Onemata shall have the authority to designate whether a particular development or item is an updated version of the Platform (which is included in the original license under Section 3 above), or an Added Product (which must be separately licensed as specified in this Section), in its discretion. This Agreement will apply to any Added Products licensed by the Client, which shall then be deemed part of the “Platform” under this Agreement, unless a separate agreement is provided by Onemata related thereto.
- Platform Operation Assistance. On its onemata.com web site or another location it designates, Onemata will provide online help resources for the operation of the Platform. In the event that the online resources do not adequately resolve questions or issues that the Client may have, Onemata will make its representatives available by telephone and/or e-mail, upon the reasonable request of the Client and during normal business hours (U.S. Mountain Time), to provide guidance and discuss matters related to the Platform and its operation. This assistance will be subject to the availability of Onemata’s representatives. Additional assistance, including training, may be provided as part of the Client’s subscription, and additional fees may or may not apply for that assistance. Any such terms will be set forth in the Subscription Terms. In the event that the Client requires or requests further services or assistance, the Client shall be responsible to reimburse Onemata for any out-of-pocket expenses reasonably incurred in the performance of such services, and to pay Onemata its then-current rates for the assistance of Onemata’s representatives.
- Service and Downtime. The Client acknowledges that some or all of the Platform and the data entered by the Client will be stored on servers of Onemata or its third party hosting companies, and therefore the Client’s use of the Platform requires Internet connectivity and connection to those servers for operation. The Platform may not be compatible with or available for all computer systems and devices. The Client should visit onemata.com or contact Onemata to determine specific requirements for systems and devices using the Platform, which requirements may change from time to time. Onemata will use commercially reasonable efforts to make the Platform available at all times through its servers, to restrict maintenance to occur during non-peak hours, and to provide the Client with notification of scheduled downtime. The Client agrees that occasional downtime, updates and maintenance are sometimes required during its business hours, which may block access or impair responsiveness and accessibility. The Client further agrees that the Platform may also be unavailable due to emergency downtime to protect the system, to back up data, or because of force majeure events. Availability of the Platform at all times is subject to the Client’s maintenance of its interface and connectivity to the Internet.
- Client Actions. Defects due to the following by the Client are not considered downtime under this Agreement, and the Client acknowledges that these events may cause further unavailability or impairment of the Platform: (i) negligence, errors, misuse, modification or damage to the Platform; (ii) failure to use defect corrections, enhancements, updates or workarounds; (iii) use combined with products, information, third-party software or an interface not provided or otherwise recommended by Onemata; (iv) defects in quality or integrity of data from other systems, or in hardware, software or equipment not part of the Platform, or which is not operating according to manufacturer specifications; and (v) failure to maintain proper connectivity. Any actual costs to Onemata for investigation and repair of issues that relate to the foregoing issues, including a reasonable fee for its employees’ and agents’ time, shall be paid by the Client.
- Collection of Usage Information. The Platform may collect general statistical information about the Client’s operating environment, including, without limitation, information regarding the Client’s network, processor, computer memory, installed software and configurations and other miscellaneous hardware (“Usage Data”). Client hereby authorizes Onemata to collect such Usage Data. Onemata may use the Usage Data for purposes of enforcing this Agreement, improving the Platform and functionality, improving the Platform algorithms, and, with respect to aggregated data, for marketing and other purposes. The Usage Data is also considered part of the Data as defined in Article 9 below, which may be used and shared as described in Article 9.
- Data; Usage and Disclosure.
- The term “Data,” as used in this Agreement, means the following:
(i) Any materials, information, and data of the Client entered into the Platform by the Client or its agents or otherwise provided by the Client to Onemata. This includes but is not limited to personal information regarding the Client itself as well as information input into the Platform as a search or otherwise in furtherance of using the Platform. This Data includes Client’s and its users’ names and positions, company names, company locations, individual and company contact information, and any other information voluntarily provided through the website.
(ii) Any materials, information, and data that are produced to the Client through the Platform, including but not limited to any data produced in response to a search, inquiry, or request made by the Client through or in connection with the Platform.
(iii) Usage Data.
(iv) Any other data related to the Client or its business collected or observed by Onemata, including but not limited to behavioral data.
Any Data produced by Onemata or the Platform of the type described in Section 9.a(ii) above will, between Onemata and the Client, be the sole property of Onemata, but Onemata grants the Client the right to use the Data for purposes of the Client’s own business activities, such as contacting leads for potential customers of its business. Any Data provided by the Client, such as by entering any Client information into the Platform, or otherwise providing any Data to Onemata, shall, between Onemata and the Client, remain the property of the Client, but the Client grants Onemata a royalty-free, non-exclusive license to use and share such Data as described below, which shall remain in effect perpetually (even following the Term). Onemata will not intentionally manipulate or alter the Client’s personal information included in the Data for any purpose.
- The goal of the Platform is to provide an integrated database and network of worldwide business information to help all customers of Onemata in finding customer prospects and otherwise efficiently operating their businesses. By using the Platform, the Client is consenting and requesting to be part of this network and have its information included in the database. To further support this purpose, Onemata may incorporate the Data as part of its Platform database of business information and in any similar products or services developed or offered by Onemata. Onemata may share the Data with (i) Onemata’s other customers using the Platform or any similar products or services developed or offered by Onemata, such as in cases where those customers are seeking information through the Platform to which the Data is responsive or relevant, and (ii) Onemata’s affiliates and third party suppliers, manufacturers, vendors, and/or financial institutions that provide services or products to businesses (collectively, “Suppliers”) for the purpose of marketing to the Client and others. The Data used and shared in this manner will include personally identifiable information regarding the Client and the Client’s business of the type described in Section 9.a above. Onemata will receive compensation from other customers and third parties for providing this Data in this manner, which compensation shall belong solely to Onemata. The other customers and Suppliers with whom this information is shared may use the Data provided in their own business activities. As an example, Onemata will collect Data including the Client’s company location, contact information, contact type, industry size, and other details, and may provide this information to other customers searching for businesses or contacts similar to those of the Client as prospective customers.
- The personal information of the Client included in the Data is also used by Onemata for purposes of maintaining and managing the Client’s account, communicating with the Client, charging fees to the Client, and may further be used for purposes of marketing other services to the Client that Onemata provides. Onemata may use and disclose to third parties the Data in any other manner authorized by the Client or to fulfill any request or inquiry of the Client. The Client is responsible for all Data supplied by the Client, including the accuracy, quality, integrity, and legality of the same, and the means by which its authorized users access the same. The Client grants Onemata a license to access, use, copy, disclose, distribute, store, transmit, share, and reformat the Data as required for the purpose of providing the services to the Client under this Agreement and operating the Platform. This includes sharing the Data with any third parties assisting Onemata with providing the Software services to the Client.
- Notwithstanding the foregoing provisions of this Article 9, Onemata will not share with any third parties (i) any of the Client’s payment data, including credit card or bank account information, except that Onemata may share this information with its payment processing service providers for purposes of processing the Client’s fee payments; and (ii) any search, inquiry, or request submitted by the Client into the Platform in any way that attributes the same to the Client (such submitted searches, inquiries, or requests may be shared with third parties only on an anonymous basis), except that such information may be shared with parties providing services related to the Platform for purposes of carrying out the Client’s request.
- Onemata does not offer users of the Platform the right to opt out of its terms for use or sharing of the Data, since Onemata regards this use and sharing of information by its various customers as a key component and benefit of using the Platform. Each client has the option of using the Platform as it is presently configured subject to the terms of this Agreement or terminating its use of the Platform.
- Onemata may share the Data with its marketing, technical, accounting, legal or other professionals to assist Onemata in its business operations. Onemata may also access and/or disclose any Data if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Onemata; (b) protect and defend Onemata’s rights or property, including to the Platform; or (c) act under exigent circumstances to protect the personal safety of users of the Platform or the public. The Data may also be provided by Onemata to any successor in interest in the Platform, who shall be entitled to use the Data to the same extent as Onemata hereunder.
- The Client’s Data; Security.
- Onemata and its third party hosting companies follow commercially reasonable security measures, which may include firewalls, virus screening, logon IDs, passwords, intrusion detection, periodic reporting, security patches and virus definitions. Onemata, itself or through its third party hosting companies, routinely backs up information, and archives and holds data in secure storage. Internal security policies of Onemata, or any hosting company it engages, will address data retention and destruction to balance privacy, integrity, access controls, storage, cost management, and legal requirements. Loss of Data may occur and the Client should provide for additional back-up storage of its Data. The Client acknowledges and agrees that no method of transmission over the Internet, or method of electronic storage, is 100 percent secure. Therefore, while Onemata strives to use commercially acceptable means to protect the Data, Onemata cannot guarantee or warrant its absolute security. In addition to the Data, Onemata may store information on its or its hosting companies’ servers regarding the Client’s usage of the Platform, including common information or selections made by the Client, to expedite the Client’s usage of the software.
- b. Data may be stored on servers located in the United States or any other country in which Onemata or its third party hosting companies maintain facilities. The Client consents to any such transfer of information outside of the Client’s country. (For users located in the European Union, this may include areas outside of the European Economic Area, in countries for which an adequacy decision has not been issued by the European Commission, and which may not provide for the same level of data protection as the European Economic Area. In that case, Onemata will require that the recipient of Client’s personal information, if any, provide an adequate level of protection in the manner described in Art. 46 of the EU General Data Protection Regulation [“GDPR”], or otherwise obtain the consent of Client to such international data transfer.)
- Specific Prohibited Uses.
- The Client, each Authorized User, and any other party acting on the Client’s behalf may not (i) use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with a third party’s use of the Platform; (ii) modify, decompile, disassemble or otherwise reverse engineer the Platform; (iii) prepare derivative works of the Platform or any portion thereof; (iv) copy or duplicate the Platform, or allow anyone else to do so, except as necessary to access the Platform or install any mobile application or other application included in the Platform; (v) download any portion of the Platform from the Internet to its computer systems and devices, except that any mobile application or other application offered by Onemata as part of the Platform may be downloaded by the Client; (vi) remove any product identification or labeling from any element of the Platform; (vii) permit any party other than an authorized representative of the Client to access or use the Platform; or (viii) use the Platform for any illegal purpose or for the transmission of material that is unlawful, defamatory, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, obscene, or is otherwise objectionable or reflecting negatively on Onemata. The Client is solely responsible for protecting its unique username and password for accessing the Platform and will be responsible for all activities performed under that user account.
- Retrieving information with robots or by any other automated means, or by any other method of accessing or using the data and services provided in the Platform other than through the methods provided in the Platform is specifically prohibited. The following are examples, which are not intended to be an exhaustive list, of prohibited actions: (i) screen scraping text data; (ii) pulling images from the Platform (in any format) to avoid the charge for an authorized version of the same information; and (iii) framing of the Platform by another website. These actions are specifically prohibited unless the prior written consent of Onemata is obtained.
- Certification and Audit. Upon the request of Onemata, the Client agrees to provide a declaration signed by an authorized representative certifying its representatives who are using the Platform. Upon the request of Onemata, a representative of Onemata shall be permitted to audit and visit the Client’s premises to inspect its use of the Platform to confirm that it is complying with this Agreement.
- The term for this Agreement will commence when the Platform is initially accessed or used by Client and continue for the period specified in the Clients’ tier or subscription type as described in the Subscription Terms, and will automatically renew for additional periods of the same length, unless earlier terminated in accordance with this Agreement (which period is referred to in this Agreement as the “Term”). Either party may terminate prior to the renewal for another term period by providing the other party written notice of its intent to terminate at least 15 days prior to the commencement of the applicable renewal period.
- Upon termination, Client shall be responsible to pay any fees and other amounts due to Onemata accrued but not yet paid as of the date of termination, within 15 days of an invoice from Onemata. No amounts paid in advance by the Client to Onemata (including for any periods following the date of termination) shall be refundable. Every section of this Agreement that by its terms is intended to survive expiration and/or termination of this Agreement, including but not limited to Sections 8, 9, 10, 11, 13.c, 13.d, 14, 15, 16, 17, 18, 19, 20, and 27 shall survive the expiration or termination of this Agreement for any reason. Otherwise, following termination, the Parties shall have no further obligations to each other.
- Upon termination of this Agreement, Onemata may immediately terminate the Client’s access to and use of the Platform. The Client shall delete from all of the Client’s computer systems and devices any mobile application version of the Platform installed thereon. The Client shall no longer be entitled to access or use the Platform for any reason, including to retrieve any Data. The Client acknowledges that such Data may be destroyed upon the termination of this Agreement.
- Ownership of Intellectual Property Rights. The Platform is proprietary to Onemata and Onemata reserves all rights to the Platform not expressly granted herein. This Agreement does not grant the Client an ownership interest in or to the Platform. All right, title, and interest in and to the Platform, including all associated intellectual property rights (such as all patent rights, copyrights, trademarks, service marks, related goodwill, and confidential and proprietary information rights) in the Platform, are and shall remain with Onemata. The Platform does not constitute a “work made for hire” under 17 U.S.C. § 101. The Platform is protected by trade secret laws, copyright laws, and international copyright treaties, as well as other intellectual property laws and treaties. The Client shall not undertake to patent, copyright, or otherwise assert proprietary rights to the Platform or any portion thereof. Onemata represents that it has the right to license the Platform to the Client. Nothing contained in this Agreement shall be deemed to give the Client any right, title, or interest in Onemata’s name, trademarks, service marks, logos, or other brand identifications. If the Client develops or improves, or suggests developments or improvements for, any aspect of the Platform or any other intellectual property of Onemata, the development or improvement will inure to the benefit of Onemata, will be owned by Onemata as a part of the Platform and its intellectual property, and may, in Onemata’s sole determination, be made available to other clients of Onemata. No part of the Platform or the Data produced by Onemata shall be deemed “works made for hire” for the benefit of the Client.
- Confidentiality. The Client acknowledges that the source code, techniques, algorithms, processes, and selection and organization of content contained in the Platform, user interfaces, and work flow constitute valuable trade secrets and/or confidential information of Onemata, and the Client agrees to maintain the confidentiality of the Platform and, in particular, to restrict access to and use of the Platform to the Client and its authorized representatives who agree to use the Platform in accordance with the terms hereof by accepting this Agreement. The Client shall keep confidential and use its best efforts to prevent and protect the Platform from unauthorized disclosure or use. The Client shall immediately inform Onemata in writing if any employee or agent of the Client violates the terms and conditions of this Section, or if the Client learns of any actual or possible unauthorized disclosure of the Platform or any portion thereof.
- Prohibition on Transfer and Resale. Neither the Client nor any other party acting on the Client’s behalf may transfer, resell, distribute, rent or otherwise sub-license the Platform, its license rights hereunder, any data files downloaded as permitted herein, the content of any data downloaded, or any rights to or access the Platform in its original or any modified form, alone or in a manner incorporated into any other product or software. Any attempt to do so is deemed void. In particular, the license or permission granted to download any Data from the Platform is extended only for the data files and content to be used in the Client’s business activities, and such data files and content may not be transferred, resold, distributed, rented, or otherwise sub-licensed.
- Disclaimer of Warranty.
- THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE PLATFORM IS WITH THE CLIENT. ONEMATA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE REGARDING THE PLATFORM; AND ALL SUCH REPRESENTATIONS AND WARRANTIES, INCLUDING (WITHOUT LIMITATION) ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED BY ONEMATA. ONEMATA DOES NOT WARRANT THAT THE PLATFORM WILL MEET THE CLIENT’S REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE. ONEMATA DOES NOT WARRANT THAT THE PLATFORM, INCLUDING ANY MOBILE APPLICATION INCLUDED IN THE PLATFORM, WILL BE COMPATIBLE WITH THE CLIENT’S COMPUTER SYSTEMS OR DEVICES.
- THE DATA PROVIDED THROUGH THE PLATFORM IS TAKEN FROM THIRD PARTY SOURCES, INCLUDING WEBSITES OF VARIOUS BUSINESS ENTITIES OR OTHER DATA PROVIDERS AND OTHER CUSTOMERS. ONEMATA DOES NOT VERIFY THE INFORMATION CONTAINED IN SUCH CONTENT, AND DOES NOT WARRANT THAT THE DATA OR ANY OTHER INFORMATION AVAILABLE THROUGH THE PLATFORM IS ENTIRELY CURRENT, COMPLETE, OR ACCURATE AT ANY GIVEN TIME. CLIENT HEREBY WAIVES ANY CLAIM AGAINST ONEMATA FOR ANY ERROR OR OMISSION IN THE DATA OR ANY OTHER CONTENT IN THE PLATFORM. ONEMATA AND ITS THIRD PARTY DATA PROVIDERS, IF ANY, BEAR NO RESPONSIBILITY FOR THE INTEGRITY OR ACCURACY OF THE DATA CONTAINED, EITHER IN ITS FORM INITIALLY PROVIDED OR AS MODIFIED OR REFORMATTED FOR PURPOSES OF THE PLATFORM. THE USE OF ANY TRADEMARKS, LOGOS, OR OTHER IDENTIFICATION OF THIRD PARTY ENTITIES OR DATA PROVIDERS DOES NOT IMPLY THAT SUCH PARTY SUPPORTS OR ENDORSES ANY USE MADE BY ONEMATA OF SUCH DATA OR ANY OTHER ACTIVITY OF ONEMATA.
- Limitation of Liability. IN NO EVENT SHALL ONEMATA OR ITS AGENTS OR EMPLOYEES BE LIABLE UNDER ANY CIRCUMSTANCES OR UNDER ANY LEGAL THEORY, WHETHER IN CONTRACT, IN TORT, IN NEGLIGENCE, OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF USE, INFORMATION, GOODWILL, PROFIT, WORK STOPPAGE, DATA, BUSINESS OR REVENUE, FOR UNAUTHORIZED DISCLOSURE OF DATA, OR BASED ON ANY VIRUSES OR OTHER CORRUPTION OF CLIENT’S COMPUTER SYSTEM) ARISING OUT OF THE USE OF, OR INABILITY TO USE THE PLATFORM, OR ARISING OUT OF ANY DEFECT IN ANY ASPECT OF THE PLATFORM OR ANY ERROR OR DEFECT IN THE DATA OR ANY OTHER CONTENT OF THE PLATFORM, EVEN IF ONEMATA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. ONEMATA IS ALSO NOT LIABLE FOR DAMAGE DONE TO OR CAUSED BY THIRD PARTY PRODUCTS USED IN CONJUNCTION WITH THE PLATFORM. IN ANY EVENT, THE ENTIRE LIABILITY OF ONEMATA FOR ANY MATTER WITH RESPECT TO THE PLATFORM OR THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY THE CLIENT FOR THE PLATFORM DURING THE 12 MONTHS PRIOR TO THE LAST OF THE EVENTS CAUSING THE ALLEGED DAMAGE.
- Indemnification. The Client agrees to indemnify, defend, and hold Onemata and its subsidiaries and affiliated companies and their shareholders, officers, directors, agents, employees and attorneys, harmless for any losses, claims, or damages, including without limitation, reasonable attorneys fees, however arising from any acts or omissions of the Client or its representatives, including without limitation, through negligence, arising out of or in connection with the use or misuse of the Platform, or any portion thereof or content therein, or any breach of this Agreement.
- Remedies. If the Client attempts to use, copy, license or convey the Platform, the confidential information therein, or any portion thereof in a manner contrary to the terms of this license or in derogation of Onemata’s proprietary rights, whether as explicitly herein stated, determined by law, or otherwise, Onemata shall have, in addition to any other remedies available to it, the right to injunctive relief enjoining such action, the Client hereby acknowledging that other remedies are inadequate.
- Amendments. Onemata may, in its sole discretion, establish modified terms of this Agreement to govern the continued use of the Platform following the initial date of this Agreement and the license, which terms shall be binding on the Client. Such updated terms and conditions shall be provided to the Client by e-mail or displayed upon further use of the Platform. Continued use of the Platform shall constitute acceptance of such amendments.
- Registration Information. Client agrees that all information provided by the Client as part of its registration for the Platform and the license is current, truthful, and complete. Onemata may terminate this Agreement at any time any such information provided by Client, including any contact information, is or becomes inaccurate.
- Taxes. The Client is responsible for all taxes imposed in connection with the license to the Client of Platform or services or which Onemata may incur in respect of the Platform (except taxes imposed on Onemata’s income) including all import duties, customs fees, levies or imposts, and all sales, use, value added, gross receipts or other taxes of any nature and any penalties, interest and collection or withholding costs associated with any of the foregoing items. All such amounts are in addition to other amounts payable hereunder.
- Force Majeure. Onemata shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from an act of force majeure, including acts of God, war, riot, natural disaster, terrorism, or any other causes beyond the reasonable control of Onemata; provided, that, in order to be excused from delay or failure to perform, Onemata must act diligently to remedy the cause of such delay or failure.
- Miscellaneous. Any provision of this Agreement which is unenforceable or invalid or the inclusion of which would affect the validity, legality or enforcement of this Agreement shall be modified so as to conform to applicable law or if the same cannot be modified to conform with applicable law, shall be of no effect, but all remaining provisions of this Agreement shall remain in full force and effect. Each of the Parties hereto is an independent contractor engaged in the operation of its own respective business and neither Party shall have any authority to enter into any contract, assume any obligations or make any warranties or representations on behalf of the other party. The failure of either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. Upon written notice to the Client and at no additional cost to Onemata, Onemata may assign or transfer this Agreement, and any or all of Onemata’s or Onemata’s rights and obligations hereunder, to any party. The obligations of Onemata under this Agreement run only to the Client but not to its customers or any other persons. Under no circumstances shall any affiliate, customer of the Client or any other person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement.
- Choice of Law; Forum Selection. The Parties hereby agree that this Agreement and the license shall be interpreted under and governed by the laws of the State of Colorado, U.S.A., without reference to its conflict of law rules. Except for actions for injunctive relief under Section 20, which Onemata may bring in a court of competent jurisdiction, any and all controversies, disputes or claims between Onemata, its subsidiaries and affiliated companies or their shareholders, officers, directors, agents, employees and attorneys (in their representative capacity); and the Client arising out of or related to this Agreement or the validity hereof shall be submitted for arbitration on the demand of any involved party. Such arbitration proceedings shall be conducted in Denver, Colorado, will be submitted to the American Arbitration Association (“AAA”), and will be heard by one arbitrator in accordance with the then current rules of AAA applicable to commercial arbitration. The arbitrator will be a neutral retired judge of the state or federal judiciary of Colorado. The arbitrator will admit into evidence only documents and testimony that would be admissible under the Colorado Rules of Evidence. Any arbitration award shall be based on established law and shall not be made on broad principles of justice and equity. All jurisdictional issues will be decided by the arbitrator. The prevailing party in any action to enforce any provision of this Agreement shall be entitled to recover all costs and attorneys’ fees incurred in connection with the action.
- Third Party Web Sites and Platform. The Platform may contain links to software, applications, content, and web sites of third parties not controlled or operated by Onemata, including those of other private entities and organizations. Client acknowledges and agrees that when it follows such a link, it is then subject to the terms for such new software, application, or web site. Any links are provided solely for the Client’s convenience, and Onemata does not endorse the content or operator of any third party software, application, or web site. Further, content of third parties, including advertisements and hyperlinks, may appear on the Platform. Onemata makes no warranty or representation of any kind as to the accuracy, currency, or completeness of any information contained in any linked third party software, application, or web site or the content therein, and the Client agrees that Onemata will have no liability for any damages or injuries of any kind arising from the operation, content, or information on such software, application, or web site.
The Client may acknowledge its acceptance of the terms of this Agreement by clicking that it accepts this Agreement below. Otherwise, the Client should not sign up for, access, install, or use any portion of the Platform. In that case, if the Client has paid any amounts in advance to Onemata, the Client should contact Onemata for a refund.
If the Client is a business entity, then the individual accepting on its behalf represents that it has authority to bind such entity to this Agreement.
AUTOMATIC COLLECTION AND USE OF NON-PERSONAL INFORMATION
As with most web sites, when you visit onemata.com, we automatically collect and store the following, non-personally identifiable information:
- The date and time of the visit
- The originating IP address
- The type of browser and operating system used (if provided by the browser)
- The URL of the referring page (if provided by the browser)
- The object requested
- Completion status of the request
- Pages visited
- User actions and behaviors
This automatically collected information is used by us to measure the number of visitors to the different areas of onemata.com and to assist us in making onemata.com more useful to visitors. This includes analyzing these logs periodically to determine the traffic through our servers, the number of pages served, and the demand for certain areas of onemata.com and topics of interest. These logs may be preserved indefinitely by us, used at any time and in any way deemed necessary by us, and disclosed to any third party without your knowledge or consent. This automatically collected data may be linked to personally identifiable information that you enter on our web site. We may share any non-personally identifiable information, such as the information automatically collected when you visit onemata.com, with any third party without your knowledge or consent. We may share any linked personally identifiable information in the manner described below under the heading “USE OF YOUR PERSONAL INFORMATION.”
We do not currently observe web browsers’ “do not track” signals, and we will track your navigation of our website regardless of whether this preference is indicated.
The cookies themselves will not contain any personally identifiable information, but they may be linked to any personally identifiable information that you enter on our web site.
COLLECTION OF YOUR PERSONAL INFORMATION
As part of our normal business practice, we use onemata.com to facilitate communication with the general public, and our potential and existing customers. As part of that process, it is often necessary to collect personal information. For example, if you are a potential customer seeking information about our products or services, you can provide us your contact information through onemata.com and information regarding your business and its needs. If you are a current customer of ours, you will need to provide certain account information, such as a username and password, to verify your right to access the software on onemata.com or for other purposes. When you access the software platform on onemata.com, you may voluntarily submit requests, error logs, and other notifications related to the software and other matters, in which case we will require your contact information and details in order to respond to the issue. Further, as an E-commerce web site, onemata.com collects personal information, such as your e-mail address, name, company, position, address or telephone number, as well as payment details such as credit card, debit card, or bank account information including the account name, number, expiration date, and verification code, as applicable, for products and services you purchase through onemata.com.
Your choice to submit personal information is completely voluntary, and in order to indicate your consent you will be required to opt in to our collection of such information before it is first provided to us through the website. By entering your personal information and opting in on onemata.com, you are providing your consent for us to use your information for the purposes described below and, if you are a current customer of ours, for purposes of enabling us to fulfill our contractual obligations to you.
USE OF YOUR PERSONAL INFORMATION
If you choose to submit any personal information to us through onemata.com by completing forms containing personal information and pressing the “send,” “get started,” “submit,” or similar buttons, such information may be used and shared by us as follows:
- We may use the personal information we collect from you within our organization, which includes our owners, officers, directors and certain necessary employees, representatives and agents, and with third party service providers as discussed below.
- We may use this voluntarily provided information for purposes of responding to your immediate request, verifying your authority to enter certain sections of onemata.com, processing a charge for purchases you make, to offer you other products or services that we believe may be of interest to you, and for future contact and communication with you. We may also contact you via surveys to conduct research about your opinion of current services or of potential new services that may be offered.
- We may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your personal information (such as your e-mail, name, address, and telephone number) is not transferred to the third party.
- We occasionally hire other companies to provide limited services on our behalf, such as handling the processing and delivery of mailings, providing customer support, processing payment transactions, or performing statistical analysis of our services. We will only provide those companies the personal information they need to deliver the service. They are required to maintain the confidentiality of your information and are prohibited from using that information for any other purpose.
- We may transfer your personal information to a successor entity or individual upon a merger, consolidation, or other reorganization or sale of substantially all assets of the applicable business, in which we participate. We may also transfer your personal information between different offices of ours for internal management and administrative purposes.
- We may access and/or disclose your personal information if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on us or onemata.com; (b) protect and defend our rights or property, including to onemata.com; or (c) act under exigent circumstances to protect the personal safety of users of onemata.com or the public.
Except as described above, we do not sell, rent or lease our customer lists to third parties.
We may store any personal information that you provide to us solely through onemata.com in a secure location, until such time as you request that we delete your personal information as set forth in the “Control Your Personal Information” section and (if applicable) the “European Union General Data Collection Regulation” and “California Specific Rights” sections below, or until such time as we deem such personal information no longer useful in our normal business operations. In deleting or disposing of your personal information, we will use commercially reasonable efforts to insure the protection of your personal information. Personal information collected on onemata.com may be stored and processed in the United States or any other country in which we or our affiliates, subsidiaries or agents maintain facilities, and by using onemata.com, you consent to any such transfer of information outside of your country.
CONTROL YOUR PERSONAL INFORMATION
SECURITY OF YOUR PERSONAL INFORMATION
We are committed to protecting the security of your personal information. We use a variety of security technologies and procedures to help protect your personal information from unauthorized access, use, or disclosure; to detect unauthorized access thereof; to monitor our systems for vulnerabilities; and record and retain system information to enable security audits and investigations. For example, we store the personal information you provide on computer systems with limited access that are located in controlled facilities, or with third party hosting companies or other agents who have similar conditions. When we transmit highly confidential information (such as a credit card number) over the Internet, we use a secure payment gateway so your information is protected. However, no method of transmission over the Internet, or method of electronic storage, is 100 percent secure. Therefore, while we strive to use commercially acceptable means to protect your personal information, we cannot guarantee its absolute security.
THIRD PARTY WEB SITES
EUROPEAN UNION GENERAL DATA PROTECTION REGULATION
This section applies with respect to any users located in the European Union.
We agree to comply with all terms of the EU General Data Protection Regulation [“GDPR”]. In particular, we will, upon your request, (i) provide you with access to your personal information; (ii) provide you with information about how your personal information is being processed; (iii) provide you with details about the processing of your personal information (including the purposes of the processing, any third parties with whom data is shared, and how we acquired the data); (iv) correct any inaccurate information in your personal information; (v) erase your personal information to the extent permitted by applicable law; (vi) restrict our processing of personal information, to the extent possible; and (vii) respond as required by law to any objection you raise regarding the processing of your personal information. You may withdraw any consent granted to us related to the onemata.com website upon notice to us. We do not engage in automated decision-making through onemata.com in any manner that violates the GDPR.
CALIFORNIA SPECIFIC RIGHTS
This section applies with respect to any users located in the State of California.
For California residents, pursuant to the California Consumer Privacy Act of 2018, you may (i) elect to opt out of the sale of your “personal information” (as defined by the Consumer Privacy Act) by Onemata, (ii) request that Onemata and its service providers delete any of your personal information collected, (iii) request that Onemata deliver to you, free of charge, any of your personal information collected over the past 12 months preceding the request, and (iv) request certain information regarding any collection, sale, and disclosure of your personal information over the past 12 months preceding the request (including the categories of personal information collected, sold, and/or disclosed for a business purpose, the categories of sources from which the information was collected, the business or commercial purpose for collecting or selling the information, the categories of third parties with whom the information was shared, and the specific pieces of the information collected).
The types of personal information collected in the last 12 months are described above in the sections titled “Collection of Your Personal Information” and “Use of Your Personal Information,” and it has been shared as described above under the section titled “Use of Your Personal Information.”
Onemata.com is not directed at children under 13 years old, and we do not knowingly collect information from children under 13 years old. If you are under 13 years of age, you should not use onemata.com for any purpose. For any residents of California that we know to be under the age of 16, we will not sell the personal information of those individuals.
By sending an electronic mail message to us, for example, by sending an e-mail requesting information on our services, you may be sending us personally identifiable information. In these cases, we may retain the information as long as necessary to accurately respond to your request. Please be aware that e-mail is not necessarily secure from interception or misdirection. For your own protection you may want to communicate sensitive information to us using a method other than e-mail.
ONEMATA PLATFORM SUBSCRIBERS
CHANGES TO THIS POLICY
By e-mail: email@example.com
By telephone: (303) 223-4308
By mail: Onemata Corporation
2420 W 26th Ave
Denver, Colorado 80211
Attention: Will Smith, CEO
Date of Latest Update: December 28, 2019