THIS MASTER SUBSCRIPTION AGREEMENT (“Agreement”) IS BETWEEN OLTO LABS, INC. (“Olto”) AND the customer identified in connection with the applicable Order Form (“Customer”). THIS AGREEMENT GOVERNS CUSTOMER’SUSE OF THE SERVICE (DEFINED BELOW) AND ANY RELATED PROFESSIONAL SERVICES SET FORTH IN AN ORDER FORM (“Professional Services”).
This Agreement governs Olto’s provision of access to its software-as-a-service product known as Olto (“Platform”) and related Professional Services to Customer and its Authorized Users (defined below), all as described in one or more Order Forms between Olto and Customer. As used herein, the term “Authorized User” means any employee or contractor (including any third party service provider) of Customer for whom Customer has created an account to access and use the Platform. Customer grants Olto permission for Olto to make modifications on its and its Authorized Users’ accounts on the Platform on their behalf in accordance with any specific instructions. Customer is responsible for maintaining the confidentiality of the password and account information for each Authorized User. This Agreement hereby incorporates by reference any such Order Form. In the event of any conflict or inconsistency between the terms of any Order Form and this Agreement, the Order Form will control solely to the extent of the conflict or inconsistency.
Subject to the terms and conditions of this Agreement, Olto hereby grants to Customer during the Term (defined below) a non-exclusive, non-transferable and non-sublicensable license to allow the Authorized Users to access and use the Platform (including any Templates therein) for Customer’s business, provided that the Customer shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. The Customer agrees not to access the Service by any means other than through the interface that is provided by the Company for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of Olto or any third party is granted to the Customer in connection with the Service. The customer shall comply with any codes of conduct, policies or other notices Olto provides you or publishes in connection with the Service, and you shall promptly notify Olto if they learn of a security breach related to the Service. Olto will use commercially reasonable efforts to make the Service available at all times during the Term, except for planned downtime and any unavailability caused by circumstances beyond Olto’s reasonable control (e.g., fires, floods, acts of God, acts of government, civil unrest, service provider failures or delays, denial of service attacks, hosting facility failures or delays involving hardware, software or power systems not within Olto’s possession or reasonable control, network provider problems or failures, or similar events).
The Customer is solely responsible for all data, information, feedback, suggestions, text, content and other materials that they upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Customer’s Content”). For every email sent outside of the Customer’s organization via the Services, the Customer acknowledges and agrees that Olto shall have the right to automatically add an identifying footer in accordance with our standard policies then in effect. The Customer agrees to cooperate with and provide reasonable assistance to Olto in promoting and advertising the Services.
The Customer is responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. Olto reserves the right to access your account in order to respond to the Customer’s requests for technical support. By posting Customer’s Content on or through the Service, the Customer hereby do and shall grant Olto during the term, a worldwide, non-exclusive, royalty-free, fully paid, license to use, modify, reproduce, distribute, display, publish and perform the Customer’s Content in connection with the Service. Olto has the right, but not the obligation, to monitor the Service, Content, or Your Content. The Customer further agrees that Olto may remove or disable any Content at any time for any breach of these terms.
The Customer understands that the operation of the Service, including the Customer’s Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to Company’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. Accordingly, the Customer acknowledges that the Customer bears sole responsibility for adequate security, protection and backup of their Content. Olto will have no liability to the Customer for any unauthorized access or use of any of the Customer’s Content, or any corruption, deletion, destruction or loss of any of the Customer’s Content.
The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, server, software, operating system, networking, web servers, long distance and local telephone service (collectively, “Equipment”). The Customer shall be responsible for ensuring that such Equipment is compatible with the Services (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Olto’s published policies then in effect. The Customer shall also be responsible for maintaining the security of the Equipment, Customer’s Account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer’s Account or the Equipment with or without their knowledge or consent.
The failure of Olto to exercise or enforce any right or provision of this Agreement shall not be a waiver of that right. The Customer acknowledges that this Agreement is a contract between the Customer and Olto, even though it is electronic and is not physically signed by the Customer and Company, and it governs the Customer’s use of the Service.
Subject to the terms hereof, Olto may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
Customer and Authorized Users may not: (i) copy, modify, translate, or create derivative works of the Service; (ii) reverse engineer, decompile, disassemble or otherwise attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques, or algorithms of the Platform; (iii) lend, lease, offer for sale, sell or otherwise use the Service for the benefit of any third party or provide any third party except for Authorized Users with access to the Service; (iv) attempt to disrupt the integrity or performance of the Platform; (v) attempt to gain unauthorized access to the Platform or its related systems or networks; (vi) use the Service in a manner that violates this Agreement, any third-party rights or any applicable laws, or rules or regulations; (vii) access the Service to build a competitive product or service or copy any ideas, features, functions, or graphics of the Service, or (viii) monitor the availability, performance or functionality of the Service, or for any other benchmarking purposes, or competitive purposes. Customer acknowledges and agrees that it is responsible for the use or misuse of the Service by Authorized Users, and a breach by any Authorized User of any term of this Agreement will be deemed a breach by Customer of this Agreement.
Except for the rights granted to Customer in Section 2(a) above, as between the parties, Olto retains all right, title and interest, including all intellectual property rights, in and to the Service, the Olto Works (defined below) and all de-identified information that Olto’s Platform, systems or applications automatically collect regarding use of the Service and the Platform’s performance (“Diagnostic Data”). All rights that Olto does not expressly grant to Customer in this Agreement are hereby reserved. Olto does not grant any implied licenses under this Agreement.
Customer is solely responsible for all Data (defined below) provided to or transmitted via the Platform. As between the parties, Customer owns all Data (defined below). Customer hereby grants to Olto a non-exclusive and non-transferable (except pursuant to Section 11(c) below) license to access, use, modify, delete, host, copy, disclose, process and transmit the data, information, text, software, music, sounds, photographs, graphics, audio, video, messages and other content and materials transmitted to or through the Platform by Customer or its Authorized Users (except for Diagnostic Data and Feedback (defined below)) (collectively, “Data”) solely (i) to provide and improve the Service, (ii) to provide support services and prevent or address service or technical problems, and (iii) as permitted in accordance with the Confidentiality section below or as required by applicable law.
From time-to-time, Customer may make available to Olto, directly or indirectly, feedback, analysis, suggestions and/or comments related to the Service (collectively, “Feedback”). Customer hereby grants to Olto a perpetual and irrevocable right to use such Feedback to provide and improve the Service without any compensation or credit to Customer.
Olto may provide commercially reasonable training and support in connection with the Service, in its sole discretion. Any such training or support would be available via email to support@olto.com. Olto will only respond to requests for training or support from the Authorized Users.
Olto acts as a service provider to Customer as defined by the California Consumer Privacy Act (the “CCPA”). Olto processes any Personal Data (as defined in the DPA) contained in Data, on Customer’s behalf, in the provision of the Service, the terms of the data processing addendum at https://www.olto.com/dpa/ (“DPA”), which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms.
Subject to the terms and conditions of this Agreement, Olto will provide any Professional Services identified in any Order Form. Olto may develop software or other works of authorship, trade secrets, inventions or other intellectual property in performing the Professional Services (collectively, “Olto Works”). Upon final payment of the applicable Fees (defined in Section 5 below), Olto hereby grants to Customer a non-exclusive, non-transferable (except under Section 11(c) below), non-sublicensable, royalty-free and worldwide right and license during the Term only to use any portion of the Olto Works that is incorporated into the Service solely as necessary to use the Service in accordance with this Agreement. Customer will reasonably cooperate with Olto in the provision of Professional Services.
Olto may make the Service available to Customer for evaluation purposes until the earlier of (i) the end of the trial period as stated on the Order Form; (ii) the start of any purchased access to the Service through an Order Form; or (iii) termination by Olto in Olto’s sole discretion (the “Trial Period”). Customer is responsible for all usage fees for the Service during the Trial Period, which shall be payable in accordance with the Order Form.
Notwithstanding Section 8, during the Trial Period the Service is offered “as is,” AND OLTO MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE, AND Olto HEREBY DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY LOCAL JURISDICTIONAL ANALOGUES TO THE FOREGOING.
Notwithstanding Section 10, during the Trial Period, Section 10b shall not apply.
Licensee will pay Olto the fees set forth in the Order Form (“Fees”). All Fees will be due and payable upon receipt of the applicable invoice issued by Olto. All Fees are non-cancellable and non-refundable. Customer is responsible for maintaining complete and accurate billing and contact information within the Service. Unless Olto has agreed to an alternative payment arrangement, Customer must provide Olto with a valid credit card number and any other payment information required for Olto to process your payment. By submitting that information to Olto or a third party credit card processor, Customer agrees that it has authorized Olto and/or the processor to charge the credit card for all Fees, including monthly fees and any overages. Olto or a third party credit card processor will automatically bill the credit card provided by Customer or other form of payment submitted as part of the order process for the Fees and Customer hereby consents to such automatic billing.
Late Fee payments will accrue interest at the rate of one and a half percent (1.5%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid. If Customer’s account is 15 days or more overdue, Olto may, in addition to any of its other rights or remedies, upon written notice, suspend Customer’s access to the Service until such amounts are paid in full. If such failure to pay has not been cured within 30 days of the due date, then upon written notice, Olto may terminate this Agreement and any or all outstanding Order Forms in accordance with the Termination section below.
The Fees do not include any local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any applicable taxing authorities (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with the rights and benefits it receives under this Agreement. If Olto has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 5(b), then Olto will invoice Customer and Customer will pay that amount unless Customer provides Olto with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Olto is solely responsible for Taxes assessable against Olto based on its income, property and employees.
As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), that is marked in writing as “confidential” or by a similar designation or that otherwise should be considered confidential information based on the nature of the information and circumstances of disclosure. For clarity, Confidential Information also includes pricing, the non-public parts of the Service, its user interface, design and layout, and any related non-public specifications, documentation or technical information that Olto provides to Customer and/or Authorized Users. Confidential Information will not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). The Receiving Party may only use Confidential Information of the Disclosing Party to perform its obligations or exercise its rights under this Agreement. Except as expressly authorized by the Disclosing Party in writing, the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors or agents who need such access to perform obligations under this Agreement and who are bound to terms as least as restrictive as those in this Agreement. Neither party will disclose the terms of this Agreement to any third party (other than its affiliates and their legal counsel and accountants) without the other party’s prior written consent.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. The Receiving Party may also disclose Confidential Information to enforce the terms of this Agreement and to respond to claims that any Data violates the rights of third parties.
This Agreement will begin on the Order Effective Date set forth in Customer’s initial Order Form and continue in full force and effect as long as any Order Form remains in effect, unless earlier terminated in accordance with the Agreement or the Order Form (the “Term”). Unless otherwise stated in the applicable Order Form, the term of an Order Form will begin on the Order Effective Date set forth in the Order Form and continue for the initial term set forth in the Order Form (the “Initial Order Term”), unless earlier terminated in accordance with the Agreement or such Order Form. Thereafter, the Order Form will automatically renew for additional terms of the duration set forth in the Order Form (e.g., annual or quarterly terms) (each, a “Renewal Order Term”) unless either party provides to the other a written notice, at least thirty (30) days prior to the expiration of the Initial Order Term or then-current Renewal Order Term, of its intention not to renew this Agreement.
Either party may terminate this Agreement or any Order Form upon thirty (30) days prior written notice if the other party is in material breach of this Agreement and the breaching party fails to remedy the breach within the thirty (30)-day notice period.
of Termination. Upon expiration or termination of this Agreement for any reason, all Order Forms hereunder and the licenses granted to Customer in Section 2(a) and Section 3 will automatically terminate, and all Fees owed pursuant to Section 5 will become immediately due and payable.
The provisions of Sections 2b, 2c, 2d, 2e, 4b, 4c, 5, 6, 7c, 7d, 8, 9, 10, 11 and all defined terms used in those Sections will survive any expiration or termination of this Agreement. Olto shall have the right to delete any and all Data immediately upon expiration or termination of this Agreement. Following expiration or termination of this Agreement, Customer will have no ability to access any Data stored in its account and such Data will not be provided to Customer by Olto.
Any use of the Service by Customer that, in Olto’s reasonable judgment, imminently threatens the security, stability, integrity or availability of the Service, or otherwise harms Olto, other customers or third parties, or violates applicable laws may result in immediate suspension of the Service, however Olto will use commercially reasonable efforts under the circumstances to notify Customer in advance of such suspension and provide Customer with an opportunity to correct its usage prior to any such suspension. Olto will have no liability for any such suspension made in good faith. Unless this Agreement has been terminated, Olto will restore Customer’s access to the Service once it verifies that Customer has resolved the condition requiring suspension.
Each party represents and warrants that: (i) it is duly organized, validly existing and in good standing under the laws and regulations of its jurisdiction of incorporation, organization or chartering; (ii) it has the right, power and authority to enter into this Agreement and to grant the rights and licenses granted hereunder and to perform all of its obligations hereunder; (iii) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate or organizational action of the party; and (iv) when executed and delivered by both parties, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
Olto represents and warrants that it will maintain commercially reasonable administrative, technical and physical safeguards to protect the security, confidentiality and integrity of Data.
Customer represents, warrants, and covenants that: (i) it owns or otherwise has sufficient rights to the Data to grant the license set forth in Section 2d; (ii) the posting and use of Data on or through the Platform does not and will not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or other rights of any person or entity; and (iii) the upload, posting or other submission of Data to the Platform does not and will not result in a breach of contract between Customer and any third party; Customer’s responsibilities as set forth in this Section and this Agreement will remain the sole responsibility and liability of Customer notwithstanding that Olto may offer Templates, advice, guidance or suggestions relating to any of the matters that are Customer’s responsibility and notwithstanding that Olto may be engaged to provide services related to such responsibilities of Customer.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EXCEPT FOR INDEMNITY OBLIGATIONS ARISING UNDER SECTION 10 AND CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5, (I) IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES THAT CUSTOMER HAS PAID TO DURING THE TERM; AND (II) IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, DATA OR OTHER BUSINESS OPPORTUNITIES), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT. For clarity, this Section 9 will not apply to any actual or alleged infringement by Customer or any Authorized User of Olto’s intellectual property or other proprietary rights.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, A PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
If a third party asserts a claim, demand or any proceeding, investigation or enquiry is initiated by a regulator (each, a “Third Party Claim”) against Olto or any of its affiliates, officers, employees or contractors (each, a “Olto Released Party”) arising out of or in connection with any (i) use of the Service by Customer or any Authorized User in violation of this Agreement or the terms set forth at http://www.olto.com/msa; (ii) breach by Customer of Customer’s representations, warranties or covenants contained herein, including Section 8(c); (iii) Data uploaded or transmitted to the Service by Customer or an Authorized User; (iv) allegation that Customer or an Authorized User used the Service, or otherwise caused Olto to violate of any applicable law, rule, regulation or industry best practice including Applicable Message Requirements; then, in each case, Customer will indemnify and defend each Olto Released Party from the Third Party Claim and hold such parties harmless from all penalties, losses, liabilities, costs and expenses, including, but not limited to, reasonable attorneys’ fees, consultants’ fees, court costs, damages finally awarded or costs of settlements entered into with respect to the Third Party Claim. This Section 10a states Customer’s entire and sole liability for Third Party Claims. Olto reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Olto’s defense of such matter.
If a Third Party Claim is asserted against Customer or any of its affiliates, officers, employees or contractors (each, a “Customer Released Party”) alleging that the Platform infringes such third party’s intellectual property rights (“Infringement Claim”), then Olto will indemnify and defend the Customer Released Party from the Infringement Claim and hold such party harmless from any damages finally awarded or costs of settlements entered into with respect to the Infringement Claim. In the event of an Infringement Claim, Olto, at its sole option and expense, may: (i) procure for Customer the right to continue using the Platform or infringing part thereof; (ii) modify or amend the Platform or infringing part thereof; (iii) replace the Platform or infringing part thereof with other software having substantially the same or better capabilities; or, (iv) if the foregoing are not commercially practicable, terminate this Agreement and repay to Customer a pro-rata portion of the Fees. Notwithstanding the forgoing sentences of this Section 10b, Olto will have no liability for an Infringement Claim if the actual or alleged infringement results from (A) any breach of this Agreement by Customer or any Authorized User; (B) any modification, alteration or addition made to the Platform by Customer or any Authorized User, including any combination of the Platform with software not provided by Olto; (C) any failure by Customer or any Authorized User to use any subsequent versions, updates or upgrades made available by Olto; or (D) any settlements entered into by Customer or costs incurred by Customer for the Infringement Claim that are not pre-approved by Olto in writing. This Section 10b states Olto’s entire and sole liability with respect to Infringement Claims.
The party seeking indemnity under this Section10 (“Indemnified Party”) will provide the other party (“Indemnifying Party”) with prompt written notice of any claim for which the Indemnified Party seeks an indemnity, provided that failure to notify shall not relieve a party of its indemnification obligations unless the indemnifying party has been materially prejudiced thereby. The Indemnified Party reasonably will cooperate in the defense of any such claim, at the Indemnifying Party’s sole expense. The Indemnifying Party may not settle any claim against the Indemnified Party without the Indemnified Party’s prior express written consent, which consent will not be unreasonably withheld, conditioned or delayed. The Indemnified Party may participate in the defense of a claim through counsel of its own choice at its own expense; provided, however, that if the Indemnified Party reasonably determines that the Indemnifying Party is unwilling or unable to defend the Indemnified Party’s interests, then the Indemnified Party may assume the defense against any claims at the Indemnifying Party’s sole expense.
The customer may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the software and documentation installed by Company on your Equipment (if applicable) are “commercial items” and according to DFAR section 252.227 7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this TOS and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Customer agrees that any violation or threatened violation of this Agreement may cause irreparable injury to Olto, entitling Olto to seek injunctive relief in addition to all legal remedies.
This Agreement binds and is for the benefit of the successors and permitted assigns of each party. Customer may not assign or transfer this Agreement or any rights under it, in whole or in part, including by operation of law or in connection with a change of control (which shall be considered a transfer for purposes of this Agreement), without Olto’s prior written consent. Any attempt to assign this Agreement other than as permitted above will be void. Olto may assign this Agreement, in whole or in part, without the consent of Customer.
Please visit http://www.olto.com/privacy to understand how Company collects and uses personal information.
Without limiting Section 2b(vi), Customer agrees to comply, and will ensure that the Authorized Users comply, with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State. Specifically, Customer covenants that it will not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any products, service, or technology (including products derived from or based on such technology) received from Olto under this Agreement to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this Agreement will remain in full force and effect.
The Olto Released Parties, and Customer Released Parties are the only third-party beneficiaries of this Agreement.
This Agreement will be governed by and construed under the laws of the State of California without reference to its conflict of laws principles. All disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California, and the parties agree to waive all rights to challenge the foregoing.
Amendments; Waivers. This Agreement, including any related Order Form(s), embodies the entire agreement between the parties with respect to the subject matter set forth herein and supersedes any previous, or contemporaneous communications, whether oral or written, express or implied. All waivers made under this Agreement must be made in writing by the party making the waiver. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
Any notice required or permitted to be given under this Agreement will be effective if it is (i) in writing and sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at the address set forth in the Order Form and with the appropriate postage affixed; or (ii) sent via facsimile or electronic mail to: Olto Labs, Inc. 514 Bryant Street, San Francisco CA 94107, legal@olto.com in the case of Olto and to the address provided in the Order Form, in the case of Customer. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two (2) business days following the date of mailing, one (1) business day following delivery to a courier, and/or on the same day a facsimile or electronic mail is sent to the recipient.
Olto may use Customer’s name and logo (collectively, the “Customer Marks”) in both print and electronic media to identify Customer as a Olto customer. Customer will also provide a case study and a review on G2, Capterra or another platform designated by Olto within the first Renewal Order Term. To decline Olto this right, the Customer needs to email support@olto.com stating that they do not wish to be used as a reference. If Customer in its reasonable discretion determines that Olto’s use of the Customer Marks is derogatory, defamatory or detrimental to Customer’s business or reputation, then Customer may revoke the right granted to Olto in this Section upon providing written notice to Olto.
Olto may update this Master Subscription Agreement at any time. The most recent version of the Master Subscription Agreement will be available at www.olto.com/msa. Any changes to the Master Subscription Agreement will be effective and binding on Customer as of the next renewal of the Agreement between Olto and Customer. If Customer does not accept the changes, Customer must terminate its use of the Platform prior to its next renewal of the Agreement.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Olto will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Olto’s Copyright Agent at copyright@olto.com (subject line: “DMCA” Takedown Request”).
To be effective, the notification must be in writing and contain the following information:
If the Customer believes that the relevant Content that was removed (or to which access was disabled) is not infringing, or that the Customer has the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Content, the Customer may send a written counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, Olto will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Company’s sole discretion.
In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company's sole discretion, members who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
