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OConect Terms and Conditions

Terms

OConect Ltd (“OConect“, “us“, “our“, or “we“), a company incorporated in New Zealand, has developed a platform for organizational architecture (“Platform“). These Terms of Service (“Terms“) govern the access and use of the Platform and the services available thereon (“Services“) by OConect’s customers (“Customer“) and their authorized personnel (“Authorized Users“). OConect’s Privacy Notice (“Privacy Notice“) governs OConect’s collection, processing and transfer of any Personal Data (as such term is defined in the Privacy Notice). “You” means a Company (as defined below) using the Services and/or any Authorized User using the Services on behalf of a Company.

Clicking on the button marked “I agree” signifies your agree to these Terms on your own behalf and as an Authorized User on behalf of an entity or company (“Company“) that is a Customer.

Changes may be made to these Terms from time to time and continued use of the Services following any changes to these Terms signifies assent to the amended Terms.

1. Services‍

During the Term (as defined below) and subject to the terms and conditions hereof, OConect shall provide Customer with a limited, revocable, non-exclusive, non-transferrable right to use the Platform and Modules, solely for business purposes.

1.1 DISCLAIMER; LIMITATION OF LIABILITY; INDEMNIFICATION

The Platform is provided without any warranty, e.g. we do not claim or guarantee legally that we are bug-free. Except in certain egregious cases, OConect's maximum liability is limited to $100. You are responsible for all costs and damages we suffer as a result of your content or breach of these Terms. 

  1. Warranty. The platform is provided “as is” without warranty or representation of any kind. Oconect makes no promises, representations or warranties, whether express, implied, statutory, or otherwise, with respect to the platform, including all implied warranties of merchantability, noninfringement and fitness for a particular purpose. Oconect does not warrant that the platform will be error-free or work without interruptions.
  2. Limitation of liability. Except in the case of gross negligence, wilful misconduct, or misappropriation of intellectual property, in no event will (a) OConect’s liability arising out of or related to this agreement exceed one hundred dollars, or (b) either party be liable for any indirect, incidental, special, or consequential damages, however caused and on any theory of liability, arising out of or related to this agreement, even if advised of the possibility of such damages. These limitations will apply notwithstanding any failure of essential purpose of any limited remedy.
  1. Indemnification. You will indemnify, defend and hold OConect harmless from any claim, action, suit or proceeding made or brought against OConect arising out of or related to (a) your breach of any term of this Agreement, or (b) Direct User Content.

2. Account Registration

You must create an account to access the Platform’s Modules. You are responsible for keeping your account credentials secure, for all acts that occur under your account, and for the acts of anyone who accesses the Platform on your behalf.

 2.1. Accessibility

Customer may designate certain of its personnel as “Authorized Users” who will have access to the Customer’s account on the Platform. In order to access the Platform and Services, each Authorized User will be required to register an account to be linked to the Customer’s account. One of the Customer’s Authorized Users shall be designated as an “administrator” and shall be able to add and remove Authorized Users and shall have access to certain features or Services that are not available to the Customer’s other Authorized Users. Use of the Platform and Modules by Authorized Users will be subject to these Terms and the Privacy Notice, as may available within the Platform from time to time.

 2.2. Tier and Limits

During the Term, Customer may register users for up to the total maximum number of Authorized Users as selected as part of the registration process in their Tier selection. To the extent that the Customer provides any personal data to OConect as part of the process of registration of Authorized Users, Customer represents that (i) it has obtained all necessary consents required under applicable law to provide such personal data to OConect and to allow OConect to process and share such data for the provision of the Services, and (ii) it shall ensure that a record of such consents is maintained, all as required under applicable law.

 2.3. Third Party Authorization

Any individual registering on behalf of a Company, hereby represents that he or she is authorized to enter into, and bind the Company to these Terms and register as a Customer for use of the Services. Such individual is solely responsible for ensuring that these Terms are in compliance with all laws, rules, and regulations applicable to the Company. The right to access the Services is revoked where these Terms or use of the Services is prohibited.

 2.4. Account Passwords and Security

Customer and each Authorized User undertake to notify OConect immediately in the case of any unauthorized use of an Authorized User’s account or password. Customer shall be fully and solely responsible for the security of any computer system and/or mobile device used by any Authorized User and all activity on any Authorized User’s account, even if such activities were not committed by the Authorized User. OConect will not be liable for any losses or damage arising from unauthorized use of the Services, and Customer and each Authorized User agree to indemnify and hold OConect harmless for any unauthorized, improper or illegal use of Authorized User accounts and any charges and taxes incurred, unless OConect has been notified via e-mail that the relevant account has been compromised and has requested that access to it be blocked.

3. Service Levels

We strive to keep the Platform available 24/7/365 but may suspend access for maintenance or to protect it from attacks or other threats. We protect the Platform with robust physical, network, and data security measures

 3.1. Availability

OConect will use commercially reasonable efforts to make the Platform available at all times, except for scheduled downtime and any unavailability caused by events beyond our reasonable control, such as fires, natural disasters, government actions, civil unrest, Internet service provider failures or delays, or denial of service attacks that would not be stopped by the use of standard security measures.

3.2 Security

OConect will employ industry-standard technical, logical, and physical security measures and practices for the SaaS Platform on which Customer Content is stored or processed designed to preserve the security and integrity of, and prevent unauthorized access to, the Platform, Modules and Direct User Content.

3.3 Support

OConect will provide all updates to the SaaS Platform and any Modules under your Account as and when they become available. Online documentation, videos, community forums, tours, and interactive training materials are available at all times at https://www.oconect.com and withing the application itself for all logged in Authorized Users.

Online support for the SaaS Platform is available at https:/forum.oconect.com and via online “Chat” support during normal business hours (Weekdays from 9AM-7PM EST).

4. Considerations and Payments

In consideration of the use of the Platform and the Services, Customer shall pay OConect the applicable fees set forth on OConect’s website in accordance with the Services or Packages for which the Customer has registered (“Subscription/s“) in accordance with the payment terms set forth therein. The Customer will be asked to provide customary billing information such as name, billing address, credit card or direct bank transfer information either to OConect or its “Stripe” a third-party payment processor(s). Customer hereby authorizes the collection of such amounts by charging the credit card provided, or direct debit transfer either directly by OConect or indirectly, via a third-party online payment processor or by one of the payment methods described on the Platform from time to time. If Customer is directed to a third-party payment processor, it may be subject to terms and conditions governing use of that third party’s service and that third party’s personal data collection practices. Customer is responsible for reviewing such terms and conditions and privacy policy before using such services. OConect does not accept responsibility for any payments processed or submitted through third-party websites and applications or for the privacy policies of such third parties.

4.1. Fees

Any fees for Platform Subscriptions are due in advance, are automatically charged to your credit card, or direct bank transfer and will continue until cancelled. We will charge sales tax where applicable. We use Stripe to process payments and you must agree to their terms when entering payment information.

4.2. Subscription

You do not need to pay to access the Platform, but Modules are only available with a paid access plan (a “Subscription”). Subscription levels, features, and pricing are available at https://app.OConect.com/pricing. Fees for Subscriptions (“Subscription Fees”) are due in advance for each billing period, with the initial payment due when you add a Subscription to your Account (the “Subscription Start Date”). All Subscription Fees and other payments or credits related to your Account will be made in accordance with the charges and billing terms in effect when such payment is due or funds are received. You must provide a valid credit card or other payment method that we accept (“Payment Provider”), prior to starting a Subscription. You will promptly update your Account if there is any change to your payment information. Your Payment Provider agreement, and not these Terms, governs your use of the designated credit card or online transaction account. By providing your payment information, you agree that we may invoice you for all fees and charges when they become due to us without additional notice or consent. We may change our fees and billing practices at any time, either by posting notice of such change on the Site or notifying you within the Platform, provided that any pre-paid fees for Services not yet completed will not be affected by such change.

4.3. Automatic Renewal

Subscriptions will automatically renew at the rates then in effect until cancelled. By subscribing, you authorize us to charge your Payment Provider at the beginning of any subscription period. Upon renewal of your Subscription, if we do not receive payment from your Payment Provider, you will either pay all amounts due on your Account within fifteen (15) days of the date such payment was due or we may terminate your Subscription.

4.4 Cancellation

Subscriptions may be cancelled at any time by going to the “Accounts/Settings” tab of your app editor, clicking on “Update Plan” and selecting the Free plan. Monthly Subscriptions may be terminated at any time. Annual Subscriptions will automatically renew for an additional year at the then-current price for the selected Services unless cancelled prior to the anniversary of the applicable Subscription Start Date.

4.5 Taxes

“Sales Tax” means any sales or use tax, and any equivalent tax measured by sales proceeds that we are required to pass through to our customers. Sales Tax is automatically calculated and added to all orders where applicable. To the extent applicable, all payments for the Services will be made free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments of fees to us will be your sole responsibility.

4.6 Payment Services

We use Stripe for payment services (e.g., card acceptance, merchant settlement, and related services). By paying for a Subscription or a Module, you agree to be bound by Stripe’s Privacy Policy: https://stripe.com/us/privacy/ and authorize us and Stripe to share any information and payment instructions you provide with your Payment Provider and any other Third Party Service provider(s) solely required to complete your transactions.

4.7 Refunds

OConect has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by OConect, in each case at OConect’s sole discretion.

5. OConect Platform, Modules and Direct User Content

You are responsible for all content and operation of any OConect Module including the actions of any individual, employees, or third party consultants who accesses or uses your site. You must include terms that are at least as protective of OConect as these Terms on your site. We can remove any content on the Platform or a OConect Site that violates these Terms.

5.1 General

You are responsible for all text, images, CSV’s, or other materials provided or uploaded by you or Direct Users associated with your Account to the Platform or Site (“Direct User Content”). Direct User Content includes all content of OConect Sites, the design and workflow of a OConect Module, all data generated by or submitted to a OConect Site (including information relating to End Users), any User Components (defined in Section 6(a) below) you make available through the OConect Marketplace, and any comments, reviews, responses or other information posted in any user forums or the equivalent. AS BETWEEN YOU AND OCONECT, YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT, OPERATION, AND MANAGEMENT OF ANY OCONECT SITE OR OTHER DIRECT USER CONTENT TO WHICH YOU HAVE ACCESS (INCLUDING IF SUCH DIRECT USER CONTENT WAS PRODUCED BY OTHERS OPERATING ON YOUR BEHALF, SUCH AS WHERE MULTIPLE DIRECT USERS HAVE ACCESS TO A SINGLE OCONECT SITE), AND YOU AGREE TO INDEMNIFY OCONECT FOR ANY CLAIMS, DAMAGES, COSTS, AND LIABILITIES ARISING FROM SUCH OCONECT SITE OR CONTENT. For each piece of Direct User Content that you submit, you represent and warrant that: (i) you have the right to submit the Direct User Content to the Platform and grant the licenses set forth in this Section 4; (ii) if payment is required to any third party for the display of such Direct User Content that is licensed, you are solely responsible for all such payments and will indemnify OConect for any third party seeking license or other payments related to Direct User Content from OConect; (iii) the Direct User Content does not infringe, violate or misappropriate any third party’s rights, including any copyrights, trademarks or other intellectual property rights and privacy rights; and (iv) the Direct User Content complies with these Terms, the Acceptable Use Policy and all applicable laws.

5.2 Review and Removal of Content

OConect is not required to review Direct User Content, but may determine, in our sole discretion, that certain Direct User Content violates these Terms. We may remove such content, suspend your Account, suspend access to the applicable OConect APP, or take any other steps that we deem appropriate in such case. Where applicable, OConect may still collect subscription fees from suspended accounts. OConect does not guarantee the accuracy, reliability or quality of Direct User Content on the Platform or OConect APP.

5.2 Compliance and Preservation

OConect may access, preserve and disclose Account information and / or Direct User Content if OConect is required to do so by applicable law or if we believe in good faith that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process, (ii) enforce these Terms, (iii) respond to claims that any Direct User Content violates the rights of third parties, including pursuant to Section 13, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of the Platform, OConect, our employees, directors or officers, partners and agents, or members of the public.

5.3 Ownership Disputes

Sometimes ownership of an Account or OConect Module is disputed between parties, such as a business and its employees, or a consultant and a client. We try not to get involved in these disputes. However, we reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful Account or OConect APP ownership and to transfer an Account or OConect APP to such owner. Our decision in that respect is final. If we feel that we can’t reasonably determine the rightful owner, we reserve the right to suspend an Account or OConect Site until the disputing parties reach a resolution. We also may request documentation, such as a government-issued photo ID, credit card invoice or business license, to help determine the rightful owner.

5.4 Reviews

To the extent that OConect provides users of the OConect Marketplace an opportunity to rate or otherwise comment upon User Components (“Buyer Reviews”), all Buyer Reviews are publicly viewable in the OConect Marketplace until they are reset as described herein. OConect may reproduce, publish, and distribute any information about Buyer Reviews in any forum in connection with promotion of the Platform, the OConect Marketplace, and the User Components. All Buyer Reviews associated with a User Component may be removed from a User Component, and the User Component's rating will be reset when you: (x) change the price of User Component (by way of example, any modification from no fee to paid, paid to no fee, or any other change in the price for the User Component); (y) make a material modification to the User Component (such as a new version or name change); or (z) transfer ownership of the User Component to any third party. For all other purposes and subject to the restrictions set forth in this Section 6(h)(iv), Buyer Reviews are Direct User Content and subject to the applicable provisions of Section 5 (including, without limitation, Section 5(c)).

6. Ownership

We own the Platform and all information about its use that does not allow for the identification of individuals. You own your content. We may use any feedback you provide about the Platform or OConect without compensating you.

6.1 Platform

Aside from the limited license granted to you in Section 2(a), OConect retains all right, title and interest in and to the Platform, Documentation, and all Updates. The Platform includes the OConect Marketplace (but not User Components).

6.2. Usage Information

OConect owns all data regarding installation, registration, and use of the Platform, and related to Platform performance, including response times, load averages, usage statistics, and activity logs, (collectively, “Usage Information”). Usage Information includes information about OConect Sites and User Components incorporated into OConect Sites, and all Usage Statistics. Usage Information does not include any personally identifiable information or End User Information, but may include aggregated information derived from Direct User Content. Usage Information is used to contribute to analytical models used by OConect, to monitor and improve the Platform, and to perform OConect’s obligations under this Agreement.

6.3. Marks and Branding

You and OConect each retain all right, title and interest in and to their respective trademarks, service marks, logos, name, branding, and equivalent identifiers (“Marks”). You grant OConect a limited, non-exclusive, non-transferable, sublicensable right to use your Marks on the Platform and as otherwise required to fulfil its obligations hereunder consistent with your standard guidelines regarding the use of the Marks. Except for the reproduction of OConect Marks as permitted herein (i.e., promotion of the OConect Marketplace on your site), you may not use OConect Marks for any purposes, including in a way that suggests you are or endorsed by or associated with OConect in anything other than a customer relationship, or in connection with the marketing of, your OConect Sites or other services related to OConect. All permitted use of a party’s Marks hereunder will inure to the benefit of the owning party.

6.4. Feedback

Any feedback, comments, or suggestions you may provide regarding us, the Platform, Modules or other services we offer (“Feedback”) is entirely voluntary and you hereby grant OConect a perpetual, irrevocable, and royalty-free right and license to use all Feedback in any lawful manner whatsoever, without any obligation to you.

7. Confidential Information

We will each keep the other’s sensitive information safe, and only use it as necessary.

7.1 General

“Confidential Information” means non-public or proprietary information in any form disclosed by or on behalf of either party that (i) is marked or identified as “confidential” or with a similar designation, or (ii) by its nature or the circumstances of its disclosure ought reasonably to be treated as confidential. The Platform, Documentation, and Usage Information is OConect Confidential Information. Each party may have access to the other party’s Confidential Information as a result of this Agreement. Confidential Information is the sole property of the disclosing party.

7.2. Use

Each party will: (i) only use Confidential Information to fulfil its obligations hereunder and/or as contemplated by these Terms and the Privacy Policy; (ii) only provide access to Confidential Information on an “as-needed” basis to its personnel, agents, and/or consultants who are bound by obligations, and (iii) maintain Confidential Information using methods at least as protective as it uses to protect its own information of a similar nature, but in no event with less than a reasonable degree of care.

7.3. Exceptions

Confidential Information does not include information that is: (i) publicly available when disclosed or becomes publicly available without fault of the recipient after disclosure; (ii) rightfully learned by recipient from entities not bound to keep such information confidential, (iii) independently developed by recipient; or (iv) approved for unrestricted disclosure by the disclosing party. In addition, a recipient may disclose the other party’s Confidential Information as required by court order or applicable law (provided that, to the extent legally permissible, the recipient promptly notifies the other party of such requirement and cooperates with the other party’s reasonable efforts to prevent or limit the scope of such disclosure, at the other party's expense).

8. TERM AND TERMINATION

You may terminate these Terms at any time by cancelling your subscription and stopping use of the Platform. We may terminate them for your breach, including failure to pay.

8.1 Term

These Terms will remain in effect for so long as you access the Site or use the Platform (the “Term”).

8.2 Termination by OConect

If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of these Terms, or if we are required to do so by law (e.g., where the provision of the Platform becomes unlawful), we may, immediately and without notice, suspend or terminate your Account. We will not be liable to you or any third party for any such termination, except that, if we stop offering the Platform where required to do so by law, we will refund any prepaid Subscription Fees for the remainder of the Term then in effect within thirty (30) days of the date of termination.

8.3 Termination by You

Subscriptions may be cancelled at any time by going to the “Tier Plan” tab of your app editor, clicking on “Update Plan” and selecting the Free plan as set forth in Section 9(c). Following the termination date of your Subscription, these Terms will no longer apply to you unless (and only to the extent that) you access the Site.

8.4 Effect of Termination

Upon expiration or termination of this Agreement for any reason, the rights and licenses granted under this Agreement will immediately terminate. Sections 7 and 10 will survive the termination or expiration of this Agreement for any reason.

9. Dispute Resolution

Any dispute about the Platform or the Terms will be settled by arbitration, not a trial in front of a judge or jury, or through a class action lawsuit.

9.1 Governing Law

These Terms, for all purposes, will be governed and interpreted according to the laws of Wellington, New Zealand, without giving effect to its conflicts of laws provisions that would require a different result.

9.2. Arbitration. Any dispute that may not be brought in small claims court will be resolved by binding and confidential arbitration conducted in the English language, in New Zealand before one commercial arbitrator from the Arbitrators’ and Mediators’ Institute of New Zealand (AMINZ) or the New Zealand Law Society can appoint an arbitrator or mediator to deal with a dispute if the parties are unable to agree on one.

  1. You are giving up your constitutional and statutory rights to go to court and have a trial in front of a judge or a jury for any dispute arising under these terms, except for matters that may be taken to small claims court. Your rights will be determined by a neutral arbitrator and not a judge or jury. You are entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are as enforceable as any court order and are subject to very limited review by a court.
  2. Any claims brought by either party must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding, and the arbitrator may not consolidate more than one person’s claims, may not otherwise preside over any form of a representative or class proceeding, and may not award class-wide relief.

iii. Any arbitration award will be final and binding upon the parties without appeal or review except as permitted by New Zealand law. Each party will bear its own costs with respect to the arbitration procedure.

10. Miscellaneous

  1. Assignment. You may not assign these Terms or any rights or obligations without OConect’s prior written consent. Subject to the foregoing, these Terms will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Any attempted assignment in violation of this Section 10(a) will be null and void.
  2. Export Regulations. The Platform may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit Direct Users to access or use the Platform in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria, or Crimea (region of Ukraine)) or in violation of any U.S. export law or regulation.
  3. Severability.

If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the remaining provisions will remain in full force and effect.

  1. Attribution

We may identify you as a client in standard marketing materials, including the customer page of the Site.

  1. Waiver

The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof.

  1. Entire Agreement; Modification

These Terms are the entire understanding of the parties with respect to their subject matter and supersede any previous or contemporaneous communications, whether oral or written. These Terms may be modified in writing signed by both parties.

  1. Headings and Interpretation

Headings and the summary explanations at the beginning of each Section of these Terms are for reference only and do not affect the parties’ rights and obligations hereunder. As used herein, “may” means “has the right, but not the obligation, to”; “includes” and its variations means “includes, but is not limited to”; and “days” means calendar days, provided that obligations that would be due on a weekend or holiday will be due on the next business day following such weekend or holiday.

  1. Data Processing Addendum

The parties acknowledge and agree that, to the extent that the provision of the services under these Terms involves the processing of “personal data” as defined by the General Data Protection Regulation 2016/679 (“EU GDPR”) or the EU GDPR as it forms part of the law of the United Kingdom (“UK GDPR”), the terms of the Data Processing Addendum (as updated from time to time) shall apply.

BY CLICKING THE “I AGREE” BUTTON, YOU ARE INDICATING THAT YOU HAVE READ AND CONSENT TO BE BOUND BY THESE TERMS. IF YOU HAVE NOT READ THESE TERMS, OR YOU DO NOT AGREE TO BE LEGALLY BOUND BY THEM, CLICK “I DON'T AGREE” AND DO NOT USE THE PLATFORM.

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