By exercising any rights provided below or by otherwise using or otherwise accessing any Ola Search Services and/or Ola Search Software (each defined below) offered by Ola Search, a Singaporean-based company located at 73a Neil Road, Singapore, 088901, this entity, individual or organization ("Customer") consents to be bound by this agreement.
"Ola Search Services" shall mean the online Ola Platform which is made accessible to Customer by Ola Search.
"Ola Search Software" shall mean: (a) the object code version of any Ola Search Software, and (b) any associated user documentation provided to Customer ("Documentation") as modified by Ola Search from time to time, and (c) any updates, upgrades, and/or modifications of the foregoing which are provided to the Customer pursuant to the terms of this Agreement.
1.2 LIMITED LICENSE
Subject to these Terms and Conditions, during the term of this Agreement, Ola Search grants to Customer a non-exclusive, non-transferable, non-sublicensable license to use Ola Search Software and the Ola Search Platform solely for Customer’s internal business purposes, solely in accordance with the Documentation and solely for the scope for which Customer pays the applicable fees and subject to the limitations on Ola Search’s website.
If Customer is an individual, Customer or otherwise, any employee of Customer who seeks to use the Ola Search Services (each a "User") must complete the registration form on Ola Search’s website. Upon completing the registration, Ola Search will open an account (the "Account") for the User and create a hosted space for the User (the "Personal Space"). Each Account and Personal Space are specific to the registered User and it is a violation of these Terms and Conditions to share an Account or Personal Space access with any other individual. Users must contact Ola Search immediately if they discover that their account has been used by any other individual. Customer and User shall indemnify and hold Ola Search harmless from any improper or unauthorized use of the Ola Search Services resulting from any act or omission of Customer or User.
Customer shall not, and shall not authorize any third party to: (i) sublicense, use or duplicate the Ola Search Software, or any portion thereof, except as expressly authorized in these Terms and Conditions; (ii) use the Ola Search Software and/or the Ola Search Services by, or for the benefit of any third party (provided that Customer shall be entitled to use the Ola Search Services in the course of providing services to its customers and clients); (iii) modify, translate, or prepare derivative works based upon the Ola Search Software and/or the Ola Search Services; (iv) reverse-compile or decompile, disassemble or otherwise reverse engineer the Ola Search Software, except to the extent expressly required to be permitted by applicable law or as covered under this agreement; (v) rent, lease, loan, sell, transfer, or distribute the Ola Search Services, or any copy or portion thereof, to any other person or entity (provided that Customer shall be entitled to use the Ola Search Services in the course of providing services to its customers and clients); (vi) alter, remove, or obscure any copyright, trademark, or other proprietary notices or confidentiality legend on or in the Ola Search Services or the Ola Search Software; (vii) use the Ola Search Services to store or transmit fraudulent, infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or other rights; and/or (viii) use the Ola Search Services to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. Except for the license expressly granted by Ola Search to Customer under these Terms and Conditions, Ola Search reserves all right, title and interests in and to the Ola Search Services and the Ola Search Software and any derivative works derived therefrom, and all intellectual property rights therein.
1.5 CUSTOMER DATA
Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property rights in all data, information or material that Customer may process or submit to the Ola Search Services ("Customer Data"). Customer shall own all Customer Data which shall be Customer’s Confidential Information (as defined below). Ola Search will maintain appropriate and adequate security measures and policies designed to protect the Customer Data from disclosure to third parties. Ola Search will promptly notify Customer as soon as is reasonably practicable if it discovers or suspects any security vulnerabilities or unauthorized access to the Ola Search Services and will provide such information and cooperation as may be reasonably required to enable Customer to mitigate, remediate, and address such vulnerabilities, unauthorized access, or breach. In the event of an actual security breach, and at the recommendation of Ola Search’s legal counsel, Ola Search will issue a report at such time that describes: (i) the date of the security breach; (ii) a description of the disclosures involved in the security breach; and, (iii) the steps Ola Search has taken to investigate the security breach, and mitigate potential harm. Ola Search may use or access Customer Data (a) to manage Customer access to the Ola Search Services; (b) to manage Ola Search’s relationship with Customer, including the administration of contracts, orders and invoices and services linked to the same; and (c) to comply with any legal or regulatory obligations.
1.6 CUSTOMER OBLIGATIONS
Customer understands that, in order to deliver the Ola Search Services in a timely and accurate manner, Ola Search may need to rely on Customer for access to certain customer hardware, software, systems, data and personnel. Customer shall (i) be responsible and liable for any action or inaction of Customer’s employees or contractors which is in violation of these Terms and Conditions, (ii) be solely responsible for the accuracy, quality, integrity and legality of any data or materials processed by the Ola Search Services and of the means by which Customer acquires, uploads, transmits and processes those materials, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Ola Search Services, and notify Ola Search promptly of any such unauthorized access or use; (iv) make any disclosures to and obtain any consents (including from any Customer employees and contractors) as required by any applicable law, rule or regulation for the use, processing, transfer, disclosure, or access to Customer materials in or for the Ola Search Software and the Ola Search Services or as otherwise contemplated by these Terms and Conditions; (v) be responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use the Ola Search Software and the Ola Search Services, including, without limitation, computers, computer operating system and internet access; and (vi) ensure that all User information is accurate and updated as necessary. Customer shall be liable for any breach of this Agreement or violation by any User.
Ola Search shall use reasonable efforts to provide Support for the Ola Search Software and the Ola Search Services as during the License Term as outlined in the Contract.
The Fee for the Ola Search Software and the Ola Search Services shall be as set forth in the Contract.
3. TERM AND TERMINATION
These Terms and Conditions will commence on the earlier of the date these Terms and Conditions are accepted by the Customer or the date Customer installs or otherwise accesses the Ola Search Software and/or the Ola Search Services (the "Effective Date").
3.1 THESE TERMS AND CONDITIONS MAY BE TERMINATED BY EITHER PARTY:
These Terms and Conditions may be terminated by either party: (i) upon five (5) days written notice if the other party materially breaches any provision of these Terms and Conditions and the breach remains uncured within the five (5) day period; or (ii) effective immediately on written notice, if the other party ceases to do business, or otherwise terminates its business operations; or (iii) effective immediately on written notice, if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is filed against it; (iv) effective immediately, upon any breach of Section 1.4 or Section 7 of these Terms and Conditions; (v) by either party, upon ninety (90) days written notice provided that if Customer terminates without cause prior to the end of the then-current term. Upon any expiration or termination of these Terms and Conditions: (i) all licenses and rights granted by Ola Search to Customer hereunder shall terminate; and (ii) Customer will cease all use of the Ola Search Software and the Ola Search Services; (iii) Customer shall immediately return to Ola Search the Ola Search Software and the Ola Search Services, all duplicates, and any Ola Search Confidential Information; and (iv) all amounts shall become immediately due and payable. The provisions of Sections 1.4, 2, 3, 4, 6, 7 and 8 shall survive and remain effective after the effective date of termination or expiration of these Terms and Conditions. Ola Search reserves the right but does not have an obligation to suspend the provision of the Ola Search Services prior to exercising its termination rights under these Terms and Conditions.
Customer shall defend, indemnify, and hold harmless Ola Search from and against any claims, demands, liabilities, or expenses (excluding incidental, consequential, fines, penalties punitive, or exemplary damages) for any injury or damage (including but not limited to any personal or bodily injury or property damage resulting from any misrepresentation, fraud, violation of law or any breach of these Terms and Conditions arising out of or resulting in any way from any conduct of Customer's employees, contractors or agents. Customer shall also expressly indemnify Ola Search from all liability, if any, arising from the content that is supplied to Ola Search by the Customer.
4.2 OLA SEARCH
Ola Search, at its own expense (including payment of attorneys’ fees, expert fees and court costs), shall defend Customer from any and all third party claims that the Ola Search Software and/or the Ola Search Services infringes any patent or copyright or misappropriates any third party’s trade secret and shall indemnify Customer from any amounts assessed against Customer in a resulting judgment or amounts to settle such claims, provided that Customer: (a) gives Ola Search prompt written notice of any such claim; (b) permits Ola Search to control and direct the defense or settlement of any such claim; and (c) provides Ola Search all reasonable assistance in connection with the defense or settlement of any such claim. If Customer’s use of the Ola Search Software and/or the Ola Search Services is (or in Ola Search’s opinion is likely to be) enjoined, Ola Search, at its expense and in its sole discretion, may terminate these Terms and Conditions and Customer’s right to use the Ola Search Software and the Ola Search Services. Notwithstanding the foregoing, Ola Search shall have no obligations under this Section to the extent any infringement claim is based upon or arising out of: (i) any modification or alteration to the Ola Search Software or the Ola Search Services not made by Ola Search; (ii) any combination or use of the Ola Search Software or the Ola Search Services with products or services not approved by Ola Search in writing; (iii) Customer’s continuance of allegedly infringing activity after being notified thereof; and/or (iv) use of the Ola Search Software or the Ola Search Services not in accordance with the terms of these Terms and Conditions. The remedies set forth in this Section constitute Customer’s sole and exclusive remedies, and Ola Search’s entire liability, with respect to infringement or misappropriation of third party intellectual property.
5. SERVICE LEVEL AGREEMENT
The SLA does not apply (a) to unavailability of Ola Search Services caused by factors outside of Ola Search's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Ola Search employees); or (b) to unavailability of Ola Search Services that result from equipment and/or software of third parties where such equipment and/or software is not within the control of Ola Search; or (c) to unavailability of Ola Search Services caused by abuse or misuse of Ola Search Services (or any component thereof) by Customer or Users or Customer’s employees, contractors or those operating under Contractor’s direction or control; or (d) to unavailability of Ola Search Services caused by use or maintenance of the Ola Search Services (or any component thereof) by Customer in a manner not conforming to the requirements described in the Documentation or in the Agreement; or (e) to unavailability of the Ola Search Services caused by modifications or alterations to the Ola Search Software by Customer or Users or Customer’s employees, contractors or those operating under Contractor’s direction or control; or (f) to unavailability due to reaching the maximum capacity of the contracted infrastructure.
6. DISCLAIMER; LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT AS OTHERWISE PROVIDED HEREIN, THE OLA SEARCH SOFTWARE AND THE OLA SEARCH SERVICES AND ANY MATERIALS PROVIDED BY OLA SEARCH HEREUNDER ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. OLA SEARCH DOES NOT GUARANTEE THAT THE OLA SEARCH SERVICES, DOCUMENTATION OR SERVICES WILL MEET CUSTOMER’S REQUIREMENTS. FURTHER, OLA SEARCH AND ITS SUPPLIERS DO NOT WARRANT THE RESULTS OF USE OF THE OLA SEARCH SOFTWARE OR OLA SEARCH SERVICES ARE BUG/ERROR FREE OR THAT ITS USE WILL BE UNINTERRUPTED. IN ADDITION, DUE TO CONTINUAL DEVELOPMENT OF NEW TECHNIQUES FOR INTRUDING UPON/ATTACKING NETWORKS, HARDWARE AND SOFTWARE, OLA SEARCH DOES NOT WARRANT THAT THE OLA SEARCH SOFTWARE OR OLA SEARCH SERVICES OR ANY EQUIPMENT, SYSTEM, OR NETWORK ON WHICH THE OLA SEARCH SOFTWARE OR OLA SEARCH SERVICES ARE USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK. OLA SEARCH DOES NOT WARRANT THAT ANY SERVICES CONNECTING TO THE OLA SEARCH SOFTWARE OR OLA SEARCH SERVICES PROVIDED BY THIRD PARTIES OR ANY DATA PROVIDED BY SUCH THIRD PARTIES WILL BE FREE FROM ERRORS OR INTERRUPTIONS OF SERVICE. EXCEPT FOR A BREACH BY EITHER PARTY OF ITS OBLIGATIONS UNDER SECTIONS 1.4 OR 7 OF THESE TERMS AND CONDITIONS, (A) CUSTOMER’S SOLE REMEDY AND OLA SEARCH’S SOLE LIABILITY FOR ANY BREACH OF THESE TERMS AND CONDITIONS SHALL BE TO TERMINATE THE AGREEMENT, CEASE ALL USE OF THE OLA SEARCH SOFTWARE AND THE OLA SEARCH SERVICES; AND IMMEDIATELY RETURN TO OLA SEARCH THE OLA SEARCH SOFTWARE AND THE OLA SEARCH SERVICES, ALL DUPLICATES, AND ANY OLA SEARCH CONFIDENTIAL INFORMATION; (B) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES OR COSTS, INCLUDING LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS; (C) IN NO EVENT WILL THE AGGREGATE LIABILITY OF EITHER PARTY, OR ANY THIRD PARTY LICENSORS UNDER THESE TERMS AND CONDITIONS (UNDER ANY THEORY OF LIABILITY) EXCEED THE GREATER OF THE FEES ACTUALLY PAID BY CUSTOMER OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS HIGHER, WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE.
7. CONFIDENTIAL INFORMATION
8.1 COMPLIANCE WITH LAWS; EXPORT CONTROL
Customer shall use the Ola Search Software and the Ola Search Services in compliance with all applicable laws, statutes, rules and regulations. Except as expressly permitted in these Terms and Conditions, Customer shall not export or import the Ola Search Software and the Ola Search Services (including without limitation any Documentation) or any technical information provided under these Terms and Conditions.
Neither these Terms and Conditions, nor any rights, licenses nor any obligations hereunder, may be assigned by Customer without the prior written consent of Ola Search. Any attempted assignment in violation of these Terms and Conditions shall be void and without effect.
8.3 FORCE MAJEURE
Ola Search shall not be liable for any breach of this Agreement as a result of any event or circumstances beyond its reasonable control, including without limitation, war, invasion, act of foreign enemy, hostilities, civil war or rebellion (whether war be declared or not), strike, lockout or other industrial dispute.
Should any term of these Terms and Conditions be declared void or unenforceable by any court of competent jurisdiction, that provision shall modified, limited or eliminated to the minimum extent necessary and such declaration shall have no effect on the remaining terms hereof, which shall continue in full force and effect. 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. These Terms and Conditions may be amended by Ola Search upon thirty (30) days’ notice by posting notice on the Ola Search website and Customer may terminate this Agreement without penalty upon notice to Ola Search within ten (10) days of the amendment. Notwithstanding the foregoing, in the event the parties enter into, or have entered into a formal written agreement, including, without limitation an agreement which the parties have electronically signed, the terms of that agreement shall control over the terms of these Terms and Conditions.