BY DOWNLOADING, INSTALLING, COPYING, ACCESSING OR USING THIS SOFTWARE, YOU AGREE TO THE TERMS OF THIS END USER LICENSE AGREEMENT. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY OR LEGAL ENTITY TO THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS:
- DO NOT DOWNLOAD, INSTALL, COPY, ACCESS OR USE THIS SOFTWARE,AND
- PROMPTLY RETURN THIS SOFTWARE AND PROOF OF ENTITLEMENT TO THE PARTY FROM WHOM YOU ACQUIRED THEM.
A: PROPERTY OF ONEORIGIN ACCEPTANCE TO ALL THE TERMS AND CONDITIONS AS WELL AS THE END-USER AGREEMENT SET OUT BELOW, YOU MAY ACCESS AND USE SPOTSEARCH SOFTWARE THROUGH OUR SERVER. THE COPYRIGHT, DATABASE RIGHTS AND ANY OTHER INTELLECTUAL PROPERTY RIGHTS IN THE PROGRAMS AND DATA WHICH CONSTITUTE THIS SOFTWARE PRODUCT (‘THE MATERIALS’), ARE AND REMAIN THE PROPERTY OF ONEORIGIN LLC (‘OneOrigin’).
B: LICENCE ACCEPTANCE PROCEDURE BY CLICKING ON CONTINUE ON REGISTRATION FORM (MARKED ‘ACCEPT THESE TERMS AND CONDITIONS’), YOU INDICATE ACCEPTANCE OF THIS END USER LICENCE AGREEMENT AND THE LIMITED WARRANTY AND LIMITATION OF LIABILITY SET OUT IN THIS END USER LICENCE AGREEMENT. SUCH ACCEPTANCE IS ON BEHALF OF ANY CORPORATE ENTITY WHICH EMPLOYS YOU OR WHICH YOU REPRESENT (‘CLIENT’). IN THIS END USER LICENCE AGREEMENT, ‘YOU’ INCLUDES BOTH THE READER AND ANY CLIENT. YOU SHOULD THEREFORE READ THIS END USER LICENCE AGREEMENT CAREFULLY BEFORE CLICKING ON THE ACCEPTANCE FIELD.
Definitions
The following terms as used in this Agreement have the following meanings:
“Agreement” means these terms of use which may be amended by OneOrigin from time to time in its sole discretion;
“SpotSearch” also referred to as ‘Software’ means the A.I infused Contextual Search Engine service designed, developed and managed by OneOrigin and provided through a web-installable file;
“SpotSearch Technology” means all the proprietary technology used in delivering the Service (including the software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by OneOrigin in providing the Service;
“Card Details” means valid credit or debit card details provided by the Client for payment of the Fees;
“Client” means the corporate entity or organization ordering the Service(s) as detailed in the Registration Form;
“Client Data” means any data, information or material provided or submitted by the Client to the Service or generated by the Service in the course of using the Service;
“Content” means the documents, software, products and services contained or made available to the Client in the course of using the Service;
“Defect” means an error in the operation of the Service that causes the Service to fail to operate substantially as documented;
“Effective Date” means the date the Accepting Individual identified in the Registration Form clicked the Acceptance Button on behalf of the Client to commence use of the Service;
“Fees” means any and all fees charges or other payments due from the Client to OneOrigin under this Agreement;
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;
“License Domain(s)” means the Organization Domain designated in the Registration Form who are authorised to as the Client for use of the Service;
“License Term” means the period during which the Client is licensed to use the Service pursuant to this Agreement;
“Registration Form” means the online Registration Order Form as completed by the Accepting Individual;
“Trial Period” means the initial period of 3 days before the Subscription Effective Date;
“Service(s)” means the online Human Resource services developed, operated, and maintained by OneOrigin (and its licensors, where applicable), or ancillary online or offline products and services provided to the Client by OneOrigin, to which the Client is being granted access under this Agreement, including SpotSearch Technology and the
Content;
“User(s)” means the Client’s web administrators, or agents who are authorised to install, configure and administer the use of Service;
“Website” means https://spotsearch.io/
License Grant & Restrictions
OneOrigin hereby grants the Client a non-exclusive, non-transferable, right to use the Service, solely for the Client’s own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to the Client are reserved by OneOrigin and its licensors. The Client may not access the Service if they are a direct competitor of OneOrigin, except with OneOrigin’s prior written consent. In addition, the Client may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. The client shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. The Client may use the Service only for internal business purposes and shall not: (i) publicize infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (ii) material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorised access to the Service or its related systems or networks.
Account Information and Data
OneOrigin does not own any of the Client Data. The Client, not OneOrigin, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Client Data, and OneOrigin shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Data.
Intellectual Property Ownership
OneOrigin alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to SpotSearch Technology and any content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service. This Agreement is not a sale and does not convey to the Client any rights of ownership in or related to the Service, SpotSearch Technology or the Intellectual Property Rights owned by OneOrigin. SpotSearch name, SpotSearch logo, and the product names associated with the Service are undergoing trademarks of OneOrigin or third parties, and no right or license is granted to use them.
Support services
The Client’s subscription to use the Services includes the provision of support services as specified on our Pricing Plans.
Excess number of Searches
The maximum number of allowed Searches through the Service, provided to the Client will depend on the Subscription Plan purchased by the Client, details of which are set out on our Subscription Plans and Contract Outline (wherever applicable). If the Client wishes to increase the amount of searches, the Client must select the appropriate Subscription Plan through the Account page in the Service and any resulting adjustment to the fees shall be reflected in the next billing month. OneOrigin reserves the right to modify the Plan Pricing limits relating to number of searches and/or features offered from time to time.
Prohibited Activities
Client shall not access or use SpotSearch for any purpose other than that for which we make SpotSearch available. The software may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of SpotSearch, Client shall agree not to: (i) Systematically retrieve data or other content to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us. (ii)Make any unauthorized use of SpotSearch, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses. (iii)Use a buying agent or purchasing agent to make purchases. (iv)Use SpotSearch to advertise or offer to sell goods and services. circumvent, disable, or otherwise interfere with security-related features of the Software, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein. (v)Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords; (vi)Make improper use of our support services or submit false reports of abuse or misconduct. (vii)Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools. (viii)Interfere with, disrupt, or create an undue burden the software or the networks or services connected to it. (ix)Attempt to impersonate another user or person or use the username of another user. (x)Sell or otherwise transfer your profile. (xi)Use any information obtained from SpotSearch in order to harass, abuse, or harm another person. (xii)Use the Software as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise. (xiii)Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Software. Harass, annoy, intimidate, or threaten any of OneOrigin’s employees or agents engaged in providing any portion of the Software to you. (xiv)Delete the copyright or other proprietary rights notice from any Content. (xv)Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Software. (xvi)Upload or transmit (or attempt to upload or to transmit) 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” or “passive collection mechanisms” or “pcms”). (xvii)Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Software, or using or launching any unauthorized script or other software. (xviii)Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Software. (xix)Use Spotsearch in a manner inconsistent with any applicable laws or regulations.
User Registration
Clients are required to register using the Registration Form in order to use the Service. Client agrees to keep password confidential and will be responsible for all use of their account and password. OneOrigin reserves the right to remove, reclaim, or change a username that a Client selects if determined, in its sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
Billing and Renewal
If the Client wishes to continue with the Service after the Trial Period then the Client shall be charged for the selected Subscription plan on the Card Details provided during registration. The provision of such Card Details shall be taken as the Client’s authorization to charge all Fees to those Card Details. OneOrigin charges and collects in advance for use of the Service. OneOrigin will automatically charge the Client on a monthly basis from the date of Subscription until termination. The monthly charges will be calculated using the Plan fee in effect during the prior month, unless OneOrigin has given the Client at least 30 days prior written notice of a fee increase, which shall be effective from the month following such notice. Fees for other services will be charged on an as-quoted basis. OneOrigin’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Client shall be responsible for payment of all such taxes, levies, or duties. The Client warrants that it has provided OneOrigin with complete and accurate billing and contact information in the Registration Form. The Client agrees to provide OneOrigin with updated information within 30 days of any change to it through the Client’s Administration Page in the Service. If the contact information the Client has provided is false or fraudulent, OneOrigin reserves the right to terminate access to the Service in addition to any other legal remedies. SpotSearch is only available to businesses, corporate entities or organizations and all billing will be in $ US Dollars. If the Client believes their bill is incorrect they must notify OneOrigin in writing within 60 days of the date of the disputed invoice, following which OneOrigin shall assess whether any adjustment or credit is due.
Non-Payment and Suspension
In addition to any other rights granted to OneOrigin herein, OneOrigin reserves the right to suspend or terminate this Agreement and the Client’s access to the Service if their account falls into arrears. If any payment is rejected, revoked or refused then (without prejudice to the Company’s other rights and remedies) OneOrigin reserves the right to suspend the provision of any Services being rendered and to delete all Client Data and all other data settings information and records in relation to SpotSearch system as set up for the Client and/or to charge interest on such sum on a day to day basis (as well after as before any judgment) from the date or last date for payment thereof to the date of actual payment (both dates inclusive) at the rate of 1 per cent above the base rate of Bank of America N.A from time to time in force compounded quarterly. Such interest shall be paid on demand by the Client. If the Client initiates termination of this Agreement during the middle of a subscription month, the Client will lose the fees paid for that month and OneOrigin shall not be liable to refund any credits for the remaining days of the termination month.
Termination upon Expiration/by Notice
This Agreement commences on the Effective Subscription Date and will continue until the Client gives 1 clear months’ notice of termination, i.e 1 clear billing month, or unless it is terminated under any other provisions of this Agreement. OneOrigin may also terminate this Agreement where OneOrigin decides to withdraw the Service (whether on a temporary or permanent basis) or decides to no longer permit access to the Service by the Client. In such cases, OneOrigin shall provide advance notice to the Client.
Termination for Cause
OneOrigin may terminate this Agreement if the Client commits any material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified of the breach. Without limit to the generality of the foregoing any breach of the Client’s payment obligations or unauthorised use of SpotSearch Technology or Service will be deemed a material and irremediable breach of this Agreement.
Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. OneOrigin represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially as documented under normal use and circumstances. The sole remedy for breach of this warranty shall be correction of any Defects by OneOrigin within a reasonable time from notification by the Client of the Defect that constitutes such a breach, providing that the Client provides all the information that may be necessary to assist OneOrigin in resolving the Defect, including sufficient information to enable OneOrigin to recreate the Defect. The Client represents and warrants that they have not falsely identified themselves nor provided any false information to gain access to the Service and that their billing information is correct.
Confidential information
OneOrigin will keep all Client Data confidential, providing that Client Data may be disclosed to OneOrigin’s analysts, representatives, consultants, contractors or agents (who in turn will be legally bound to keep the Client Data confidential). The obligation to keep the Client Data confidential will not apply to any information that: (i) Is already known to the public; or (ii). Is required to be disclosed by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction, providing that OneOrigin will give the Client notice of the requirement to disclose the disclosure as soon as practicable.
Mutual Indemnification
The Client shall indemnify and hold OneOrigin, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Client Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by the Client of their representations and warranties; or (iii) a claim arising from the breach by the Client or their Users of this Agreement, provided in any such case that OneOrigin (a) gives written notice of the claim promptly to the Client; (b) gives the Client sole control of the defence and settlement of the claim (provided that the Client may not settle or defend any claim unless they unconditionally release OneOrigin of all liability and such settlement does not affect OneOrigin’s business or Service); (c) provides to the Client all available information and assistance; and (d) has not compromised or settled such claim. OneOrigin shall indemnify and hold the Client and their parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including all reasonable legal and professional fees and costs) arising out of or in connection with: (i) a proven claim that the Service directly infringes the copyright, or a trademark of a third party; (ii) a claim, which if true, would constitute a substantial and actual violation by OneOrigin of its representations or warranties; or (iii) a claim arising from OneOrigin’s wilful and knowing disclosure of your Client Data to any unauthorised parties unless required by law; provided that the Client (a) promptly give written notice of the claim to OneOrigin; (b) give OneOrigin sole control of the defence and settlement of the claim ; (c) provide to OneOrigin all available information and assistance; and (d) have not compromised or settled such claim. OneOrigin shall have no indemnification obligation, and the Client shall indemnify OneOrigin pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of the Client’s products, service, hardware or business process(es).
Disclaimer of Warranties
OneOrigin and its licensors do not guarantee that: (i) the Services will operate error free or without interruption; (ii) all program defects in relation to the Services will be corrected; and (iii) the Services will operate with any hardware, software, system or data not identified in the ordering process. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ONEORIGIN AND ITS LICENSORS.
Internet Delays
SpotSearch services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. OneOrigin is not responsible for any delays, delivery failures, or other damage resulting from such problems.
Force Majeure
In this Agreement, “force majeure” shall mean any cause preventing OneOrigin from performing any or all of OneOrigin’s obligations which arise from or are attributable to acts, events, omissions or accidents beyond OneOrigin’s reasonable control including without limitation strikes, lockouts or other industrial disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, interruption or failure of utility service, including but not limited to electric power, gas or water or default of suppliers or subcontractors. OneOrigin shall not be in breach of this Agreement if it is subject to a force majeure event, provided that it uses reasonable endeavours to notify you in writing of the nature and extent of the force majeure event causing OneOrigin’s failure or delay in performance. If the force majeure event prevails for a continuous period of more than 2 months, the Client may terminate this Agreement by giving 14 days’ written notice to OneOrigin. On the expiry of this notice period, this Agreement will terminate. Such termination shall be without prejudice to OneOrigin’s rights in respect of any breach of this agreement occurring prior to such termination.
Limitation of Liability
Nothing in this agreement will exclude or limit OneOrigin’s liability for: (i) death or personal injury caused by OneOrigin’s negligence; or (ii) fraud or fraudulent misrepresentation. subject to the indemnity clause, OneOrigin shall not be liable for any damages or losses as a result of a force majeure event. OneOrigin shall not be liable for:(i) any loss of profits or other economic advantage; (ii) any loss of data; (iii) any loss of goodwill; (iv) any loss of anticipated savings; (v) any consequential losses; and/or (vi) any exemplary or punitive losses, arising in respect of any representation, statement, act or omission in connection with this agreement, whether the claim arises under contract, tort, misrepresentation or breach of statutory duty.
Notice
OneOrigin may give notice by means of electronic mail to the Client’s email address on record in SpotSearch account information, or by written communication sent by first class mail or pre-paid post to the address on record in SpotSearch account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). The Client may give notice to OneOrigin (such notice shall be deemed given when received by OneOrigin) at any time by any of the following: accessing Support directly from the Accounts page in the Service, email to [email protected], letter sent by confirmed facsimile to OneOrigin at the following fax number (480) 327-6839; letter delivered by nationally recognised overnight delivery service or first class postage prepaid mail to OneOrigin at the following address: 6424 E Greenway Pkwy, Scottsdale, AZ 85254.
Modification to Terms
OneOrigin reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time. Such modified terms and conditions will be issued or made available to the Client electronically via email or the Website and shall be deemed effective 12 hours after electronic delivery or notification. Continued use of the Service after any such changes shall constitute the Clients consent to such changes.
Assignment; Change in Control
This Agreement may not be assigned by the Client without the prior written approval of OneOrigin but may be assigned without the Client’s consent by OneOrigin to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of the Client that results or would result in a direct competitor of OneOrigin directly or indirectly owning or controlling 50% or more of the Client shall entitle OneOrigin to terminate this Agreement for cause immediately upon written notice.
General
This Agreement shall be governed by and construed in accordance with the State laws of Washington and the parties agree that any dispute relating to its terms or subject matter shall be subject to the exclusive jurisdiction of the Washington courts. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between the Client and OneOrigin as a result of this agreement or use of the Service. The failure of OneOrigin to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by OneOrigin in signed writing authorized by a director of OneOrigin. This Agreement together with the Registration Form and OneOrigin’s general privacy policy, other related Contract outlines and any copyright notices comprises the entire agreement between the Client and OneOrigin in relation to the Services and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Acceptance of Agreement
By ticking the acceptance field, you confirm acceptance of these terms of business which together with the Registration Form shall constitute a binding contract between OneOrigin and the Client.