Legal
DataOngoing — Effective upon execution of an Order Form
THESE TERMS AND CONDITIONS (“TERMS”) GOVERN YOUR ACCESS TO AND USE OF THE SERVICES PROVIDED BY DATAONGOING (“PROVIDER”). CUSTOMER MUST HAVE AN EXECUTED ORDER FORM, STATEMENT OF WORK, SUPPORT FORM, OR OTHER WRITTEN CONFIRMATION OF SERVICES FROM DATAONGOING (“ORDER FORM”) BEFORE ACCESSING OR USING THE SERVICES. BY ACCESSING OR USING THE SERVICES, CUSTOMER AGREES TO THESE TERMS. IF CUSTOMER DOES NOT AGREE, CUSTOMER MAY NOT ACCESS OR USE THE SERVICES.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control” means ownership or control of more than fifty percent (50%) of the voting interests of the applicable entity.
“Applicable Law” means any statute, regulation, rule, ordinance, court order, regulatory requirement, or other legal obligation applicable to a party’s performance under these Terms.
“Customer Data” means data, files, records, systems information, communications, business content, user inputs, credentials, configurations, logs, metadata, screenshots, recordings, transcripts, and other information submitted to, collected by, observed by, or made available to DataOngoing in connection with the Services.
“Documentation” means DataOngoing’s standard user guides, technical documentation, onboarding materials, process documents, and other instructions relating to the Services, as updated from time to time.
“Fees” means the amounts payable by Customer for the Services as set forth in the applicable Order Form.
“Initiator” means an individual authorized by Customer to access, request, submit, approve, operate, or otherwise interact with the Services under Customer’s account or on Customer’s behalf.
“Recordings and Observability Data” means information captured, generated, or derived in connection with providing, supporting, improving, securing, monitoring, or validating the Services, including meeting recordings, call recordings, screen recordings, screen shares, chat messages, email correspondence, support tickets, system logs, performance data, audit trails, clickstreams, configuration snapshots, integration events, workflow history, error reports, telemetry, and other operational or diagnostic records.
“Services” means the software consulting, implementation, support, managed services, integrations, automation, advisory, reporting, hosted software, technical operations, and related services provided by DataOngoing, as described in the applicable Order Form, Documentation, or written scope.
Subject to these Terms and the applicable Order Form, DataOngoing will provide the Services to Customer in a professional and workmanlike manner. Customer, its Affiliates, and their respective employees, contractors, agents, and authorized users may act as Initiators, provided all use of the Services remains subject to these Terms.
Customer acknowledges that the Services may include analysis, configuration, integration, customization, automation, development, advisory, troubleshooting, data review, process review, system monitoring, and recommendations. Unless expressly stated otherwise in an Order Form, DataOngoing does not guarantee any specific business outcome, financial result, system performance improvement, or third-party platform behavior.
Customer represents and warrants that it has all rights, permissions, consents, notices, and legal authority necessary to provide Customer Data to DataOngoing and to permit DataOngoing to process, record, access, analyze, transmit, store, and use Customer Data as required to provide the Services.
Customer acknowledges and agrees that DataOngoing may record, capture, monitor, log, retain, transcribe, summarize, analyze, and review interactions, communications, system activity, workflows, meetings, support sessions, screen shares, configuration changes, and other activity related to the Services.
DataOngoing may use Recordings and Observability Data to provide, manage, secure, support, troubleshoot, improve, document, audit, validate, train personnel on, and enhance the Services; to maintain internal records; to create deliverables; to confirm instructions; to investigate issues; to resolve disputes; and to comply with legal, contractual, operational, and security obligations.
Customer is responsible for providing all legally required notices and obtaining all legally required consents from its employees, contractors, agents, customers, vendors, meeting participants, system users, and other third parties whose information, voice, image, screen activity, communications, or data may be recorded, captured, monitored, or processed in connection with the Services.
Although DataOngoing’s operating model may involve extensive recording, logging, and observability, DataOngoing is not obligated to record, preserve, review, or produce any specific communication, event, meeting, system activity, or data element unless expressly agreed in writing.
Customer agrees not to submit or expose sensitive personal information, regulated data, protected health information, payment card data, government identification numbers, credentials, secrets, or other high-risk data to DataOngoing unless expressly authorized in writing and supported by appropriate safeguards. Customer remains responsible for determining whether its use of the Services is appropriate for any regulated or sensitive data.
Customer will use the Services only in accordance with Applicable Law, the Documentation, the applicable Order Form, and any acceptable use or security policies provided by DataOngoing.
Customer acknowledges that DataOngoing does not require Customer to provide any particular data unless expressly stated in an Order Form. Customer controls what data, systems, communications, users, and environments are made available to DataOngoing and is solely responsible for ensuring that such disclosure and use complies with Applicable Law, including privacy, employment, surveillance, communications, data protection, and consumer protection laws.
Customer will provide timely access to systems, personnel, information, credentials, approvals, test environments, documentation, and decisions reasonably required for DataOngoing to perform the Services. Delays caused by Customer may affect timelines, deliverables, pricing, and outcomes.
Customer acknowledges that the Services may depend on third-party software, platforms, APIs, infrastructure, vendors, or customer-managed systems. DataOngoing is not responsible for failures, limitations, outages, changes, fees, security issues, or performance problems caused by third-party systems or Customer-controlled environments.
Customer will pay all Fees set forth in the applicable Order Form without setoff or deduction. Unless otherwise stated in the Order Form, invoices are due within thirty (30) days from receipt. Late amounts may accrue interest at one and one-half percent (1.5%) per month or the maximum amount permitted by Applicable Law, whichever is lower.
Customer is responsible for all taxes, duties, assessments, and similar charges arising from the Services, excluding taxes based on DataOngoing’s net income.
DataOngoing may suspend or limit Services if Customer fails to pay undisputed Fees when due and does not cure such failure after written notice.
These Terms begin on the effective date of the applicable Order Form and continue for the term stated in that Order Form. Unless otherwise stated, the Services will automatically renew for successive one-year periods unless either party provides at least thirty (30) days’ written notice of non-renewal.
Either party may terminate these Terms or an applicable Order Form for cause upon thirty (30) days’ written notice if the other party materially breaches and fails to cure within the notice period. DataOngoing may immediately suspend or terminate Services if Customer violates Applicable Law, creates a security risk, misuses the Services, or fails to pay Fees when due.
Upon termination, Customer’s right to access the Services will cease. DataOngoing will make Customer Data available for export for thirty (30) days after termination upon written request, unless prohibited by law or security requirements. After that period, DataOngoing may delete Customer Data in accordance with its retention practices.
Notwithstanding termination, DataOngoing may retain Recordings and Observability Data, work papers, internal notes, audit trails, security logs, support records, backups, and other records as reasonably necessary for legal, compliance, security, operational, archival, dispute-resolution, and business-continuity purposes.
Each party may receive confidential, proprietary, technical, financial, operational, or trade secret information from the other party. Confidential Information includes non-public business information, systems, processes, methods, source code, credentials, configurations, strategies, records, communications, and information stored, captured, or processed through the Services.
The Services, Documentation, methods, workflows, templates, software, scripts, automations, prompts, diagnostics, reports, system designs, know-how, internal processes, and Recordings and Observability Data generated by DataOngoing are DataOngoing Confidential Information, except to the extent they contain Customer’s pre-existing Confidential Information.
Each party will protect the other party’s Confidential Information using reasonable care and will not disclose it to third parties except as necessary to perform under these Terms, comply with law, use professional advisors, or exercise rights under these Terms.
Confidentiality obligations do not apply to information that is publicly available without breach, independently developed without use of Confidential Information, rightfully received from a third party without confidentiality obligations, or required to be disclosed by law.
Customer retains ownership of Customer Data and Customer’s pre-existing intellectual property.
DataOngoing retains ownership of its pre-existing intellectual property, tools, software, scripts, methodologies, templates, frameworks, know-how, processes, automations, prompts, diagnostics, generalized learnings, and improvements.
Unless otherwise stated in an Order Form, upon full payment of all applicable Fees, Customer receives a non-exclusive, non-transferable license to use deliverables created specifically for Customer for Customer’s internal business purposes.
DataOngoing may use aggregated, anonymized, or de-identified information derived from the Services for analytics, benchmarking, product improvement, operational improvement, training, research, and business purposes, provided such information does not identify Customer or disclose Customer’s Confidential Information.
DataOngoing will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, loss, misuse, or disclosure.
Customer acknowledges that no system, network, recording method, storage system, transmission, or security control is completely secure. DataOngoing does not guarantee that unauthorized access, loss, disclosure, or security incidents will never occur.
Customer is responsible for determining whether the Services meet Customer’s privacy, employment, surveillance, communications, retention, sector-specific, and data protection obligations. DataOngoing will process Customer Data as reasonably necessary to provide the Services and as otherwise permitted by these Terms.
DataOngoing represents and warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards.
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, DATAONGOING MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, SECURITY, OR ERROR-FREE OPERATION. DATAONGOING DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ALL ISSUES WILL BE IDENTIFIED OR RESOLVED.
DataOngoing will defend, indemnify, and hold harmless Customer from third-party claims arising from DataOngoing’s gross negligence, willful misconduct, or a claim that the Services, as provided by DataOngoing and used in accordance with these Terms, infringe a third-party intellectual property right.
Customer will defend, indemnify, and hold harmless DataOngoing from third-party claims arising from: Customer’s use of the Services; Customer Data; Customer’s failure to provide required notices or obtain required consents; Customer’s violation of Applicable Law; Customer’s systems or third-party platforms; or Customer’s gross negligence or willful misconduct.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR PAYMENT OBLIGATIONS, CONFIDENTIALITY OBLIGATIONS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, CUSTOMER’S VIOLATION OF SECTION 3 OR SECTION 4, OR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT: (a) NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF DATA, REVENUE, PROFITS, GOODWILL, BUSINESS OPPORTUNITY, OR OTHER ECONOMIC ADVANTAGE, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; AND (b) EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO DATAONGOING IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Neither party will be liable for delays or failures caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or cloud provider failures, cyberattacks, third-party platform outages, governmental actions, or failures of third-party service providers.
Before initiating legal proceedings, the parties will use reasonable efforts to escalate disputes to senior management and attempt to resolve them in good faith. If the dispute is not resolved within thirty (30) days, either party may pursue available legal remedies. Either party may seek injunctive or equitable relief at any time.
These Terms are governed by the laws of the State of Nevada, without regard to conflict-of-law rules. Any legal proceeding will be brought in the state or federal courts located in Nevada, and each party consents to the jurisdiction of those courts.
Customer may not assign these Terms without DataOngoing’s prior written consent, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee assumes all obligations under these Terms.
Notices must be provided in writing and delivered by email, recognized courier, or another method specified in the applicable Order Form.
These Terms, together with any applicable Order Form, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, understandings, and representations.
DataOngoing may update these Terms from time to time. DataOngoing will provide notice of material changes. Continued use of the Services after the effective date of updated Terms constitutes acceptance of those updated Terms.
If there is a conflict between these Terms and an Order Form, the Order Form controls only with respect to the specific Services covered by that Order Form.
Contact us at:
DataOngoing
Email: hello@dataongoing.com
Phone: 844-991-3648