Terms of ServicesApril 1, 2020 2022-04-22 19:32
Terms of Services
Ola – Terms of ServicesThese Terms of Services together with the following terms, as updated from time to time, constitutes the entire agreement between Ola-USA Inc. (“Ola” “We” “Our”) and its user’s (“you” “your”) for the Services (as defined below) provided by Ola: (collectively referred to as the “Agreements”):
- Ola Inc. Subscription Plans – available at: https://support.askola.com/Subscription-Plans/
- Ola website Term of Services – available at: https://support.askola.com/terms-of-services/
THE SERVICES AND PLATFORM
Please read the Agreements carefully, such Agreements represent
the entire understanding between Ola and yourself regarding
the Services and use of the Platform,
as may be updated from time to time.
- As a user, you shall be identified through your Login Information (as defined below), and you shall be responsible for compliance with the provisions of the Agreements and for all the activities that occur under your Ola Account (as defined below). Without derogating from the provisions of section 6 below such responsibility shall include any use of the Services by any individual or entity to which you have granted access to your Ola Account, or any individual or entity using the Services on your behalf.
- Upon the earlier of, you checking “I agree”, where applicable or upon you using the Services and/or the Services via the Platform, and/ or the Application (as defined below) that may be downloaded to your mobile device (and any updates thereto), you shall be deemed to have confirmed and agreed that you have read the Agreements, understood them, and that such confirmation and agreement constitutes as a valid and legally binding contract between yourself and Ola. Additionally, you shall be deemed to have confirmed that you are of legal age to form a binding contract for engaging in the activities offered in connection with the Services as required under the laws of any jurisdiction, whichever is higher. If you confirmed and agreed to the terms of the Agreements, as set forth above, on behalf of a corporation or another legal entity, you shall have been deemed to have represented and warranted that you have the authority to bind such entity to the terms and conditions contained within the Agreements.
- If you do not agree to any of the terms of the Agreements, Ola may be unwilling to grant you access to the Services. If you are unwilling to accept all of the terms of the Agreements or are in need of additional information, please do not check the “I agree” checkbox where applicable and avoid or discontinue your use of the Services.
- You may not use the Services or any portion thereof if you are an entity and/or person barred or restricted from receiving or using the Services under the laws of the country in which you are a resident or the Customers Premises (as defined below) is located or from which you use the Services. If the Services or any part thereof are determined to be illegal under the laws of the country in which you are situated or the Customers Premises is located, you shall not use the Services, and must refrain from using the Services.
- Ola reserves the right, at its sole discretion, to revise or modify the Agreements at any time, and you agree to be bound by such revisions or modifications. These changes will apply at that instant to all then current and subsequent uses of the Platform. You agree that you shall have the responsibility to review the Agreements periodically and hereby waive any right you may have to receive specific notice of such changes or modifications. Without derogating from the above, Ola may notify you of a change or amendment to the Agreements by sending you a notification when you next start and/or log in to the Platform or by sending you an e-mail, all in accordance to Ola’s sole discretion. Your continued use of the Services and/or access of the Platform shall be deemed as an act of acceptance of such changes or modifications. If you do not agree to these Agreements as updated from time to time, your sole remedy shall be to discontinue your use of the Services and/or access of the Platform and to cancel any Ola Accounts you may have created for the use of the Services and/or access of the Platform. If you do not agree to the Agreements in effect when you access the Platform and/or use Services, you must stop using the Services and/or access of the Platform.
- Subject to your compliance with the provisions outlined in the Agreements and payment of all applicable Fees (as defined below), Ola grants you the right, during the Term (as defined below), to use the Services all in accordance to such fields marked by yourself in the Ola Inc. Subscription Form and solely for your own, private, non-commercial purposes and for no other purpose whatsoever( “Purpose of Use”). You hereby acknowledge that your right to use the Services is limited by the terms of the Agreements.
- Ola may make modifications, additions and upgrades to the Services and/or to the Platform and/or Application and any other software provided through the Ola’s website or the Ola Camera, as it deems necessary. If and when such modifications, additions and upgrades are developed by Ola for general commercial use by its customers, Ola shall make them available to you. The terms of the Agreements will apply to any updates that Ola may make available you. For the removal of doubt, it is clarified that Ola is under no obligation to develop or release any updates or upgrades.
- Ola’s Application
- Ola provides a mobile device downloadable application for iOS® and Android® online application store. The application enables to use the Services and access the Platform via mobile devices (“Application”). The access of the Application is currently free of charge. Ola may, at its sole discretion, change this policy and begin charging for access to the Application.
- By accessing the Application or you checking “I agree”, where applicable Ola hereby grants you a personal, non-exclusive, non-transferable and non-sublicensable revocable license, which is time-limited to the term of this Agreement, to install the Application on your mobile device, solely for you’re the Purpose of Use.
- You shall not make any copies of the Application and are expressly prohibited from providing the Application or any portion thereof, or access thereto, to any third party. You shall not remove or destroy any copyright or restricted rights notices: (a) affixed to any media containing the Application; or (b) incorporated within the Application. You shall not reproduce any such copyright or restricted rights notices in any copy of the Application created by you.
- OLA ACCOUNT
- In order to install the Ola Camera and in order to access the Services through the Platform, you shall be required to register and create your own and personal Ola Account (“Ola Account”). When registering to create an Ola Account you are required to select a password and provide certain information as specified in the sign up screen in Site (“Login Information”).
- As part of the registration process, you agree to provide Ola with accurate and complete information and to update that information promptly after it changes. Additionally, you represent and warrant that you have full right and authority to provide Ola with the foregoing information, including, without limitation, any third party’s consent (to the extent required under any applicable law).
- You hereby confirm and agree that during the Term you shall
be required to fully comply with the following provisions:
- You shall not share your Ola Account or Login Information, nor let anyone else access your Ola Account or do anything else that might jeopardize the security of your Ola Account.
- In the event you become aware of or reasonably suspects any breach of security, including, without limitation any loss, theft, or unauthorized disclosure of its Login Information or unauthorized access to your Ola Account, you shall immediately notify Ola of such breach and promptly modify your Login Information.
- You shall be solely responsible for: (i) maintaining the confidentiality of the Login Information, and will be responsible for all uses of your Login Information, whether or not authorized by it; and (ii) anything that happens through your Ola Account, whether or not such actions were taken by yourself, including, for the avoidance of doubt, actions taken by third parties. You, therefore, acknowledge that your Ola Account may be terminated if someone else uses it to engage in any activity that violates the Agreements or is otherwise improper or illegal.
- You undertake to monitor your Ola Account and restrict use by any individual barred from accepting the Agreements and/or receiving the Services, under the provisions listed herein or any applicable law. You shall accept full responsibility for any unauthorized use of the Services by any of the above mentioned.
- OLA CAMERA INSTALLATION
- The installation of an Ola Camera in the location chosen by yourself (“Customers Premises”), shall be at your sole responsibility. Prior to installing an Ola Camera at the applicable Customers Premises and during the entire Term, you shall be responsible to obtain and secure, all permits, approvals and consents necessary in order to install the Ola Camera and use the Services at such Customers Premises as required by any applicable law and in accordance to the terms set forth in section 11 below.
- You are solely responsible for providing the following infrastructure required for running the Services: an active internet connection, active Wi-Fi network (minimum upload speed of 1 Mbs), and in any event shall meet those minimum site requirements as detailed the Installation Guide and as shall be provided by Ola from time to time.
- For instructions in regards to Ola Camera installation and for other details in regards to Safety, disability, FCC, and CE notices, please visit: https://support.askola.com/wp-content/uploads/2022/03/Installation-Guide_languages_05.02.22V4.pdf (“Installation Guide”).
- SERVICE AVAILABILITY
- Ola shall make commercially reasonable efforts to ensure that the Services and/or the Platform will be accessible and functional on a continuous basis, twenty-four (24) hours per day, seven (7) days per week, with the exception of scheduled maintenance periods. The foregoing notwithstanding, you acknowledge and agree that the Services and/or Platform may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond Ola’s reasonable control or not reasonably foreseeable by Ola, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.
- If the Services become inaccessible or are not fully functional, other than due to scheduled maintenance, Ola shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible.
- If you require any further information, please Contact Ola at: https://support.askola.com/
- SERVICES USAGE
- You undertake not to use any of the Services and/or access the Platform or the Application for no matter other than the Purpose of Use.
- YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT ITS SOLE RISK AND YOU ARE AWARE THAT THE SERVICES ARE NOT MONITORED TO ANY EMERGENCY AND/OR SECURITY AND/OR ALARM NOTIFICATION SYSTEM AND THAT SERVICES ARE NOT INTENDED TO REPLACE SERVICES OFFERED BY ANY APPLICABLE EMERGENCY AND/OR SECURITY SERVICES AND/OR ALARM SYSTEMS, INCLUDING SUCH EMERGENCY AND/OR SECURITY SERVICES AND/OR ALARM DISPATCH CENTER. YOU SHALL, UNDER NO CIRCUMSTANCE, DEPEND OR RELAY ON THE SERVICES FOR LIFE SAFETY, SECURITY OR OTHER PURPOSE.
- You hereby confirm that you are: (i) aware that the Services and/or Platform and/or Application’s operation depend and rely on third party products, services and infrastructure; and (ii) that you shall be responsible (a) to ensure that your electronic device (mobile phone, tablet, computer) from which you use access the Platform (“Device”), operating systems, network connections, telecommunications facilities meets all the necessary technical specifications to enable it to access and use the Services and (b) for all fees charged by third party products, services and infrastructure related to your access and use of the Platform. Any failure or slowdown of the foregoing may directly or indirectly affect the manner and reliability in which the Services and/or the Platform and/or Application are provided and/or the function.
- You acknowledge and agree that the Services and/or any of Ola’s software, maybe from time to time: (i) automatically updated, upgraded or modified; and/or (ii) inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond Ola’s reasonable control or not reasonably foreseeable by Ola.
- You understand and accept that although the Services and/or the Platform may be accessible worldwide, they may not be available to all persons or in all countries. Ola makes no representation or warranty that any of the Services and/or the Platform will work and/or supported and/or be fully or partly functional and/or available from outside the U.S. (“Target Country”). Nevertheless, If you choose to use and/or access the Services and/or the Platform from outside a Target Country, you shall do so on your own initiative, and you will be: (i) bound by the Agreements wherever you use and/or access the Services and/or the Platform; and (ii) solely responsible for complying with all applicable local laws.
- You agree to comply fully with the Agreements and all applicable domestic and international laws, regulations, statutes, ordinances that govern your use of the Services and/or the Platform. Without limiting the foregoing and in recognition of the global nature of the Internet, you hereby agree to comply with all local and international rules and/or regulations, including without limitation, those applicable laws, rules and/or regulations which relating to privacy and data protection and you shall be responsible, to obtain any mandatory or regulatory permits, licenses and/or approvals (if any), required for the use of the Services and/or the Platform.
- You hereby agree that in case that Ola determines that you have acted
in violation of the Agreements or any applicable law while using the Services
and/or the Platform and/or the Application, or if Ola determines your actions
fall outside of reasonable standards, Ola may, at its sole discretion, terminate
your Ola Account and prohibit you from using the Services and/or the Platform and/or
the Application. In furtherance of the foregoing, and as an example and not as a
limitation, you hereby agree that by using the Services you shall not act as follows:
- Grant access, rent, lease, sell, transfer, assign and/or sublicense the Ola Account to any person or entity, or access an Ola Account which has been rented, leased, sold, transferred, assigned and/or sublicensed.
- Upload or transmit (or attempt to upload or transmit) files that contain viruses, trojan horses, worms, time bombs, cancelbots, corrupted files or data, or any other similar software or programs that may damage the operation of the Services and/or the Platform and/or Application or the Devices of other users of the Services and/or the Platform.
- Violate the contractual, personal, privacy, intellectual property or other rights of any party including by using, uploading, transmitting, distributing, or otherwise making available any information or material made available through the Services and/or the Platform in any manner that infringes any copyright, trademark, design, patent, trade secret, or other rights of any party (including rights of privacy or publicity).
- Create false personas, multiple identities, multiple user Ola Accounts, set up an Ola Account on behalf of someone else.
- Attempt to obtain passwords or other private information from other members including personally identifiable information (whether in text, image or video form), identification documents, or financial information.
- Upload or transmit (or attempt to upload or to transmit), without Ola’s express consent, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware”, “passive collection mechanisms” or “pcms”).
- Attempt to interfere with, hack into or decipher any transmissions to or from the servers for the Services and/or the Platform.
- SUBSCRIPTION SERVICES MODELS; AND FEES
- Upon creating your Ola Account you may purchase via the Ola Inc. Subscription Site any of the Subscription Models detailed therein. In case you do not purchase the Basic or Premium Subscription you may continue using the Services in accordance to the “Ola Free Service Plan” Subscription Model which includes the features described at: https://support.askola.com/subscription-plans/
- To the extent you are granted two weeks “free trial” to use the Ola Subscription Services, you will be granted access to features available under the Ola Subscriptions (as applicable).
- Immediately following the lapse of your subscription one of Ola Subscription plans, or the lapse of the free trial (to the extent granted), or the lapse of a coupon Subscription plan, in the event that you do not purchase or repurchase a new Subscription, all access to features granted under the Subscription shall no longer be available for your use, and you may continue using the Platform in accordance to the Ola Free Service Plan.
- In consideration for the Ola Subscription Services, you shall pay Ola the monthly or annual basis subscription fee stated in the Ola Sense Subscription Form in accordance with the Subscription Model you have chosen (“Fee”). The charges of the applicable Fees will occur in advance of the relevant plan period. All payments to Ola will be made in U.S. dollars.
- Ola may accept payments made by credit card, wire transfer, debit cards or other online payment services (such as “PayPal”) all as shall be detailed during the payment process in the Ola Sense Subscription Form. All payments must be made in cleared funds, meaning without any deduction or set-off, even if some portion of the amount paid by yourself is required by any bank, or governmental, fiscal or other authority. If are required to make any such deduction, you must pay such additional amounts as are necessary to ensure Ola’s receipt of the full amount charged.
- Ola may use a third-party service provider to manage credit card processing. This service provider is not permitted to store, retain, or use billing information except for the sole purpose of credit card processing on Ola’s behalf. Ola does not store any credit card information on its servers that support the Platform.
- All Fees payable are non-refundable and are payable in full, without any deduction of any kind including for taxes and/or duties. You will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with receipt of the Services, except for taxes based on Ola’s net subscription income.
- The Fee shall be paid regardless of actual use or partial use of the Services. Ola shall not be under obligation to refund any Fee’s or make any credits for early termination, partial or no use of the Services.
- TERM AND TERMINATION
- The term of the Agreements shall commence as of the date on which you check “I agree” where applicable or upon you using the Services via the Platform, and shall remain in effect unless and until terminated in accordance with the terms hereof (“Term”).
- Ola may terminate this Agreement, upon thirty (30) days prior written notice, for any or no reason, provided however that if Ola terminates the Agreements pursuant to this section 8.2, it will refund to you for Fees paid for the unused Services, pro-rated.
- Termination for Cause:
- If Ola determines that you have acted in violation of the Agreements, or if Ola determines that your actions fall outside of reasonable standards, Ola may, at its sole discretion, terminate or suspend the Term, and your Ola Account and prohibit you from using the Services and/or the Platform. In such cases, you may lose your user-name as a result of the Ola Account termination or suspension, without responsibility on the part of Ola for any damage that may result from the foregoing. If you have more than one Ola Account, Ola may suspend or terminate all of your Ola Accounts.
- Ola shall have the right to immediately terminate the Agreements, upon written notice, in the event the other you file a petition in bankruptcy or is adjudicated as bankrupt or insolvent, or makes an assignment for the benefit of creditors, or an arrangement pursuant to any bankruptcy law, or discontinues its business or has a receiver appointed for its business and such receiver is not discharged within sixty (60) days.
- If your Ola Account is terminated, suspended and/or if any features are selectively removed or revoked from your Ola Account in accordance to the provisions set forth in this section 8.3, no refund will be granted, no benefits will be credited to you or converted to cash or other forms of reimbursement, and you not shall any further access to your Ola Account or benefits associated with your Ola Account or such particular Service.
- You acknowledge that Ola is not required to provide you notice before suspending or terminating your Ola Account or selectively removing or revoking benefits associated with your Ola Account. In the event that Ola terminates your Ola Account, you may not participate nor make use of the Services and/or the Platform again without Ola’s express consent. Ola reserves the right to refuse to keep your Ola Accounts data and provide access to the Services and/or the Platform to any individual. If you believe that any action has been taken against your Ola Account in error, please contact Ola at: https://support.askola.com/
- Ola will not have any liability for terminating or not renewing the Agreements. In addition, you agree that you will not be entitled to any compensation, damages or payments with respect to the termination of the Agreements, regardless of the reason for or method of termination or non-renewal of the Agreements.
- Upon termination or expiration of the Agreements, you shall immediately discontinue using the Services and the Platform.
- Termination of the Agreements shall not affect any provision of the Agreements which are expressly or by implication intended to come into force or continue in force on or after the termination, including sections 8 – 14 herein.
- INTELLECTUAL PROPERTY RIGHTS
- You hereby acknowledge Ola’s or Getalert Ltd.’s (“Getalert”) exclusive right, title and interest in and to the Services and/or the Platform and/or Application and to any and all Intellectual Property Rights (as defined below) evidenced thereby, embodied therein, and/or attached, connected or related thereto and any derivatives thereof including but not limited to all materials, any computer software (in object code and source code form), data or information employed or received by Ola pursuant to the Agreements, modifications, improvements, updates, upgrades, enhancement, added features, inventions, ideas, insights, concepts, methods, designs, know-how, and processes relating to the same, whether created, developed, discovered or conceived in connection with the Agreements or otherwise including any other Intellectual Property Rights therein, and regardless of whether you or anyone on its behalf may have contributed to the conception of any of the foregoing, or paid Ola for such, are and shall at all times vest exclusively with Ola or Getalert, and may not be used by yourself or anyone on your behalf including your subsidiaries or parent company or any
other related party, except as expressly provided herein (“Ola IP”).
For purposes of this Agreement, “Intellectual Property Rights” means all intangible legal rights, titles and interests evidenced by or embodied in or attached/connected/related to the Services and/or the Platform and/or Application, including without limitation: all inventions, patents, patent applications, trademarks, service marks, trade dress, logos, designs, trade names, and corporate names, domain names, any work of authorship, copyrights, trade secrets, Confidential Information, and all other proprietary rights in whatever form or medium, in each case on a worldwide basis; together with all revisions, extensions, reexaminations, translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith.
- You agree to provide Ola or any on its behalf, from time to time, as reasonably requested by Ola with feedback concerning the functionality and performance of the Services and/or the Platform and/or Application, including, without limitation, identifying potential errors, enhancements, and improvements. Any feedback, suggestions, ideas or other inputs that you shall provide to Ola in connection with the Services and/or the Platform and/or Application may be freely used by Ola or Getalert to improve or enhance its products and services and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, inputs or information provided by yourself as aforesaid, shall vest solely with Ola or Getalert.
- Your use of the Services and/or the Platform and/or Application is limited to the Purpose of Use. You will not, and will not allow, permit or assist any third party: (i) to attempt to discover any source code or underlying ideas or algorithms of the Services and/or the Platform and/or Application; (ii) reverse engineer, disassemble, de-compile, translate, private label, or grant any other third party the right to do any of the above; and (iii) provide, lease, rent, lend, license, assign, delegate, or otherwise transfer or use or allow others to transfer or use the Services and/or the Platform and/or Application or any output generated by the Services and/or the Platform and/or Application for the benefit of any third party.
- You hereby acknowledge Ola’s or Getalert Ltd.’s (“Getalert”) exclusive right, title and interest in and to the Services and/or the Platform and/or Application and to any and all Intellectual Property Rights (as defined below) evidenced thereby, embodied therein, and/or attached, connected or related thereto and any derivatives thereof including but not limited to all materials, any computer software (in object code and source code form), data or information employed or received by Ola pursuant to the Agreements, modifications, improvements, updates, upgrades, enhancement, added features, inventions, ideas, insights, concepts, methods, designs, know-how, and processes relating to the same, whether created, developed, discovered or conceived in connection with the Agreements or otherwise including any other Intellectual Property Rights therein, and regardless of whether you or anyone on its behalf may have contributed to the conception of any of the foregoing, or paid Ola for such, are and shall at all times vest exclusively with Ola or Getalert, and may not be used by yourself or anyone on your behalf including your subsidiaries or parent company or any other related party, except as expressly provided herein (“Ola IP”).
- Confidential Information (as defined below) of Ola shall be retained by yourself in confidence until such information becomes public through no action or inaction of yourself, and shall be used, disclosed, and copied solely for the purposes of, and in accordance with, this Agreement. If needed, you may disclose Confidential Information to those employees solely with a need to know of such Confidential Information for the Purpose of Use, and who have executed an obligation of confidentiality and restriction of use similar to the terms hereof. You shall use the same degree of care as you use to protect your own confidential information of a similar nature, but no less than reasonable care,
to prevent the unauthorized use, disclosure or publication of the Confidential Information.
“Confidential Information” means any and all information disclosed by Ola which is: (i) not publicly available, including but not limited to patent, patent application, trade secret and proprietary information, techniques, sketches, drawings, models, inventions, designs, know-how, processes, apparatus, equipment, computer code and algorithms, and (ii) information relating to marketing plans, business opportunities, personnel, research, development or know-how. Without derogating from the generality of the foregoing, the Services and/or the Platform and/or Application.
It is hereby agreed that, without limiting the foregoing, all Intellectual Property Rights in and to the Services and/or the Ola IP, and any and all documentation, user guides, manuals, system requirements, operating instructions, training, pricing rates, and terms and other data and materials related to the foregoing or made available by Ola to yourself pursuant to the Agreements and Services, are considered as Confidential Information of Ola.
- Ola shall have the right to seek injunctive or other equitable relief to protect its Confidential Information and Intellectual Property Rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
- Confidential Information (as defined below) of Ola shall be retained by yourself in confidence until such information becomes public through no action or inaction of yourself, and shall be used, disclosed, and copied solely for the purposes of, and in accordance with, this Agreement. If needed, you may disclose Confidential Information to those employees solely with a need to know of such Confidential Information for the Purpose of Use, and who have executed an obligation of confidentiality and restriction of use similar to the terms hereof. You shall use the same degree of care as you use to protect your own confidential information of a similar nature, but no less than reasonable care, to prevent the unauthorized use, disclosure or publication of the Confidential Information.
- DATA MANAGEMENT
- In using the Services and/or the Platform, you will adhere to all applicable laws including but not limited to export laws and regulations, whether, under U.S., E.U. or foreign countries and laws regarding the transmission and distribution of information or material over the Internet, privacy rights and data protection, and will otherwise adhere to generally accepted standards of usage. You shall be fully responsible to obtain and provide for yourself, with any and all licenses, permits, certificates and all other documentation and information required in order to receive and use the Services.
- You hereby confirm that: (i) you are aware that it may be required to display a notice that the Services are being used at the applicable Customers Premises: and/or (ii) when applicable: obtain explicit consents of such Customers Premises visitors in order to use the Services; and/or (iii) refrain from using specific features granted under an applicable Subscription Model.
- In case the Provision of Services by Ola, require the processing of personal data on your behalf, and to the extent applicable, and in particular if you or the entity on behalf of which you are contracting with Ola, is subject to the EU General Data Protection Regulation 2016/679 (“GDPR”), the Data Processing Addendum available at: https://support.askola.com/data-processing-addendum/
- DISCLAIMER OF WARRANTY AND LIMITATIONS OF LIABILITY
- The use of the Services and/or the Platform and/or Application depends and relies on third-party service providers and third party products, services and infrastructure engaged by Ola or yourself. A number of factors may impact the quality of your communications and use of the Services and may result in the failure of the Services and/or the Platform and/or Application communications, including, without limitation, the productivity, completeness, reliability of the: local network, firewall, internet service provider, the public internet, your Device and power supply. Any failure, slowdown, or unavailability of the foregoing may directly or indirectly affect the manner in which the Services and/or the Platform and/or Application function. If the Services and/or the Platform and/or Application become inaccessible to users or not fully functional, other than due to scheduled maintenance or reasons beyond Ola’s reasonable control, Ola shall use commercially reasonable efforts to respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible.
- The Services and/or the Platform and/or Application and/or components provided therein are provided “AS IS” and “AS AVAILABLE” basis. You shall be solely responsible for any and all acts or omissions taken or made in reliance on the Services. To the fullest extent permitted by law, Ola its officers, directors, employees, and agents disclaim any and all other warranties, whether express or implied, including, without limitation, any implied warranties of merchantability, title, fitness for a particular purpose or use, satisfactory quality, non-infringement, accuracy or completeness of the content of the Services or contents of any sites linked to the Platform, that any data stored with Ola will be secure or otherwise not lost or damaged, or that the use of the Services and/or Platform and/or Application will be uninterrupted or error free. No oral or written information or advice given by Ola, its employees, distributors, dealers or agents shall increase the scope of the above warranties or create any new warranties.
- Without detracting from the above, Ola or anyone on its behalf shall not be liable toward yourself or any third parties for indirect, special, incidental, consequential or punitive damages, including, without limitation, any damage or injury to business earnings, lost profits or goodwill, business interruption, loss of business information, and/or personal injury, suffered by any person arising from and/or related with and/or connected to the use of or the inability to use the Services and/or Platform and/or Application and any materials and/or components provided therein, regardless of the cause and whether arising in contract (including fundamental breach), tort (including negligence) or otherwise.
- Notwithstanding anything to the contrary herein, under no circumstances will Ola or anyone on its behalf’s aggregate liability towards yourself from all causes of action of any kind, including without limitation contract, tort, negligence, strict liability, breach of warranty, or otherwise, arising out of or related to this Agreement, exceed the fees actually paid to Ola under the Agreements in the twelve (12) months period immediately prior to the date the cause of action arose.
- To the fullest extent permitted by applicable law, you shall defend,
indemnify and hold Ola, its affiliates, and their respective officers,
employees consultants, service providers and/or any other person or entity acting
on its behalf, harmless from and against any loss, liability, claim, demand, or
proceedings brought against Ola by a third party, damages, costs and expenses, including
reasonable attorney’s fees,
arising out of or in connection with any of the following:
- Your use or misuse or modification of the Services and/or Platform and/or Application.
- Your violation of any term of these the Agreements.
- Your violation of any applicable laws and/or any third party right, including without limitation any copyright, property, or privacy right.
- You agree not to settle and/or compromise any such claim without Ola’s prior written consent. Ola reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify Ola and you agree to cooperate with Ola defense of such claims at your expense.
- To the fullest extent permitted by applicable law, you shall defend, indemnify and hold Ola, its affiliates, and their respective officers, employees consultants, service providers and/or any other person or entity acting on its behalf, harmless from and against any loss, liability, claim, demand, or proceedings brought against Ola by a third party, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any of the following:
- Independent Contractors. Nothing contained herein shall be deemed to create a joint venture, partnership, or agency relationship between Ola (and anyone on its behalf) and yourself.
- Assignment. You shall not transfer, assign or pledge in any manner whatsoever any of its rights or obligations under the Agreements without the prior written consent of Ola. Any unauthorized transfer of rights under this Agreement by yourself shall grant Ola the right to cause the immediate termination of this Agreement. Ola may transfer, assign or pledge its rights or obligations under the Agreements.
- Severability. If any portion of the Agreements are determined to be or becomes unenforceable or illegal, such portion shall be deemed eliminated and the remainder of the Agreements shall remain in effect in accordance with its terms as modified by such deletion.
- Notices. Notices sent to Ola shall be sent to firstname.lastname@example.org and notices sent to you shall be sent to the address set forth in the Ola Sense Subscription Form. Either party may change its address for notice by providing notice thereof to the other party in accordance with this section. Any such notice will be deemed as being received on the date of transmission of e-mail or personal delivery unless given outside normal business hours in which case such notice shall be deemed as being given on the next business day, or if sent by registered mail, on the fifth day after being sent (unless such day is not a business day in which event the notice shall be deemed as being given on the next business day).
- Entire Agreement. The Agreements, shall constitute the entire agreement between Ola and yourself with respect to the subject matter hereof and supersedes all prior proposals, agreements, negotiations, understandings, and other communications between Ola and you.
- Governing Law. The Agreements will be governed by and construed in accordance with the laws of the United State without giving effect to principles of conflict of law. This Agreement expressly excludes and disclaims the terms of the UN Convention on Contracts for the International Sale of Goods, which Convention shall not apply to any transaction under this Agreement. All actions, suits or proceedings under or related to this Agreement shall be adjudicated in the courts of New York, US, to the exclusion of any other jurisdiction, and the Parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.
- Force Majeure. Ola shall not be in default, or held responsible, for damages caused by delay or failure to perform in full or in part its obligations under the Agreements, where such delay or failure is due to circumstances beyond Ola’s reasonable control, including but not limited to acts of God, fire, flood, war, terrorism, embargo, accident, labor disputes, or shortage of material, equipment or transport, epidemic, pandemic, any law, regulation, or any ruling of court, tribunal or governmental agency.
- Waiver. The failure of Ola to enforce any rights granted hereunder or to take action against you in the event of any breach hereunder shall not be deemed a waiver by Ola as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
- No provision of this Agreement shall inure to the benefit of any third party, including without limitation your end-users, and no end-user or any other third party whatsoever shall be a third-party beneficiary to the Agreements or have any rights hereunder.