Legal
DataOngoing — Effective upon execution of a Support Form
THESE TERMS AND CONDITIONS ("TERMS") GOVERN YOUR ACCESS AND USE OF THE SERVICE PROVIDED BY DATAONGOING ("PROVIDER"). YOU MUST HAVE CONFIRMATION OF YOUR ORDER FROM DATAONGOING (THE "SUPPORT FORM") PRIOR TO ACCESSING AND USING THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICE.
Any entity which directly or indirectly controls or is controlled by a party to these Terms, where "control" means the control of more than 50% of all the voting power of the shares entitled to vote for the election of the entity's governing body.
Any domestic and/or foreign statute, ordinance, judicial decision, rule, regulation, order, or other requirement that is applicable to the performance of obligations under these Terms.
DataOngoing's standard user documentation for the Service, which may be amended by DataOngoing from time to time.
The fees payable by Customer for use of the Service as set forth on the applicable Support Form.
An individual with access to the Service under Customer's account.
The hosted software solution(s) offered by DataOngoing as described in the applicable Support Form and Documentation.
Subject to these Terms, DataOngoing shall provide Customer with access to and use of the Service in accordance with DataOngoing's Documentation. Only Customer, its Affiliates, and their respective employees and agents may act as Initiators; all use of the Service is subject to these Terms.
Customer represents and warrants it has the right to use all content it provides to DataOngoing or processes through the Service, and that such content does not violate any third-party rights or applicable laws.
Customer shall pay the Fees as set forth on the applicable Support Form without setoff or deductions, within thirty (30) days from the date the invoice is received. Unpaid balances will be subject to interest at a rate of one and a half percent (1.5%) per month or the highest rate permitted by Applicable Law, whichever is lower, commencing on the date that payment was due.
In addition to the Fees, Customer agrees to pay any taxes or similar charges imposed on the Service, excluding taxes based on DataOngoing's net income.
Unless earlier terminated, the Initial Term shall begin on the Service Start Date and continue for the Initial Term set forth on the applicable Support Form. Upon completion of the Initial Term, these Terms shall automatically renew for successive one (1) year periods unless either party provides at least thirty (30) days' written notice of non-renewal.
Either party may terminate these Terms for cause upon thirty (30) days' written notice if the other party materially breaches these Terms and fails to cure such breach within the notice period. DataOngoing may immediately suspend or terminate the Service if Customer violates the Acceptable Use Policy or fails to pay Fees when due.
Upon termination, Customer's right to access the Service will immediately cease. DataOngoing will make Customer data available for export for thirty (30) days following termination, after which DataOngoing may delete Customer data.
Customer will only use the Service in accordance with all Applicable Laws and the Acceptable Use Policy. Customer acknowledges and agrees that DataOngoing does not require or "pull" any specific data from Customer; that Customer controls which data is submitted to the Service; and that Customer is solely responsible for ensuring that its use of the Service complies with all Applicable Laws, including those relating to privacy and data protection.
Each party may have access to confidential, proprietary or trade secret information disclosed by the other party, including ideas, trade secrets, procedures, methods, systems, and concepts, whether disclosed orally, in writing, or stored within the Service. Any information related to the Service shall be deemed to be DataOngoing's Confidential Information. Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. This obligation does not apply to information that is publicly known, independently developed, or required to be disclosed by law.
DataOngoing represents and warrants that: (i) the Service will conform in all material respects to Applicable Law and DataOngoing's Documentation; and (ii) all customer support, training and other services shall be performed in a professional and workmanlike manner consistent with industry standards.
EXCEPT AS PROVIDED ABOVE, DATAONGOING MAKES NO REPRESENTATION, WARRANTY OR GUARANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. DATAONGOING DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
DataOngoing will defend, indemnify, and hold harmless Customer and its employees from and against any third-party losses arising from: (i) any gross negligence or willful misconduct by DataOngoing; or (ii) any claim that the Service, as provided by DataOngoing and used in accordance with these Terms, infringes any third-party intellectual property right.
Customer will defend, indemnify, and hold harmless DataOngoing and its employees from and against any third-party losses arising from: (i) Customer's use of the Service in violation of these Terms or Applicable Law; (ii) Customer's content or data submitted to the Service; or (iii) any gross negligence or willful misconduct by Customer.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO OBLIGATIONS UNDER SECTION 5 (CUSTOMER OBLIGATIONS) OR SECTION 8 (INDEMNIFICATION): (a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF DATA, REVENUES, PROFITS OR OTHER ECONOMIC ADVANTAGE, OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
Neither party shall be responsible for delays or failures of performance resulting from acts beyond the reasonable control of such party, including acts of God, acts of war, riots, acts of terror and other acts or omissions of third parties such as interruptions, delays, or malfunctions of service by third-party service providers.
Except for injunctive relief sought by either party, the parties agree to cooperate and escalate any disputes to senior management for resolution prior to initiating any legal proceedings. If the parties are unable to resolve the dispute within thirty (30) days, either party may pursue available legal remedies.
These Terms shall be governed by the laws of the State of Nevada, without regard to its conflict of law provisions. Any legal proceedings shall be brought in the state or federal courts located in Nevada.
These Terms, together with any applicable Support Form, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings.
DataOngoing reserves the right to update these Terms at any time. Customers will be notified of material changes. Continued use of the Service after the effective date of any changes constitutes acceptance of the updated Terms.
Contact us at:
DataOngoing
Email: hello@dataongoing.com
Phone: 844-991-3648