Privacy Policy
Effective December 15th 2023
DownloadTable of Contents
Ocrolus Inc. and its affiliates (collectively, “Ocrolus,” “we,” and “us”) wants you to be familiar with how we collect, use and disclose information. This Privacy Policy (“Policy”) describes our practices in connection with information we collect through:
- Websites operated by us from which you are accessing this Policy, including www.ocrolus.com (the “Websites”);
- Software applications including dashboard.ocrolus.com, and any application programming interface (“API”) made available by us for use on or through computers (the “Apps”);
- Our social media pages and apps for LinkedIn, Twitter, Facebook, YouTube, and any other official Ocrolus social media pages (collectively, our “Social Media Pages”);
- HTML-formatted email messages that we send to you that link to this Policy or other communications with you; and
- Offline business interactions you have with us.
Collectively, we refer to the Websites, Apps, Social Media Pages, emails, and offline business interactions as the “Services.”
Any capitalized terms used and not defined in this Policy have the meaning given to them in the Master Service Agreement. If you do not agree with this Policy, you should not use the Services. Where required under applicable law, we will separately seek appropriate consent to the collection, use, and disclosure of certain types of Personal Information.
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ABOUT OUR SERVICES
Our Services may require registering as a user on our system; other Services may involve certain fees or require separate agreements between you and Ocrolus. Please reference our Master Services Agreement for more information on your rights as a user.
Ocrolus’ Apps enable clients to review financial account data (including: account numbers and account holder information, account transactions, account statements, account position and balance information) and information such as paystubs, W-2s, T4s and other tax-related forms, IDs, and invoices (together, “Records”) from a variety of users, groups, advisors, clients, and other parties, submitted or retrieved from third party financial institutions, such as brokerages and banks, and parsed and summarized in a way that is searchable, verifiable and provides benefits to users. Ocrolus will process any Personal Information provided in the Records in accordance with our agreement with our client.
PERSONAL INFORMATION WE COLLECT
“Personal Information” means information that alone or when in combination with other information may identify, relate to, describe, be reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, such as name, address, email address, financial account number, social security number, IP address, or phone number. Personal Information does not include information that has been anonymized, aggregated, or de-identified so that it does not identify a specific individual, which we may use for any legal purpose.
The Services collect Personal Information including:
- Name
- Email address
- Physical address
- Phone number
- Username and password
- IP address (we may also derive your approximate location from your IP address)
We and our service providers collect Personal Information in a variety of ways, including:
- Through the Services:
- We collect Personal Information through the Services, for example when you sign up for a newsletter, register an account to access the Services, contact customer service, or provide information with us in connection with contests and promotions.
- If you apply to a job through our Services, you may submit Personal Information such as your full name, contact information, work experience, links to your work-related social media accounts, resume, and any other documents or information that you choose to upload and submit.
- From Other Sources:
- We receive your Personal Information from other sources, for example:
- Publicly available databases.
- If you apply for a job, we may also receive personal information from your references.
- We receive your Personal Information from other sources, for example:
Choosing not to provide your Personal Information:
We need your Personal Information in order to provide the requested Services to you. If you do not provide this information when requested, we may not be able to provide you with the requested Services. We will tell you what information you must provide to receive a requested Service by designating it as required on the Services. To the extent Ocrolus processes data from you in the role of a processor on your behalf, you will be responsible for obtaining the necessary permissions and authorizations for and maintaining the privacy and security of Personal Information you share with us.
HOW OCROLUS USES PERSONAL INFORMATION
Ocrolus and our service providers use Personal Information for the following purposes:
- Providing the functionality of the Services and fulfilling your requests:
- To provide the Services’ functionality to you, such as arranging access to your registered account, displaying the information to you, delivering related content, and providing you with related benefits, special promotions, or customer service.
- To provide you with information that you request from us.
- To provide you with notices about your account/subscription, including expiration and renewal notices.
- We may send you information related to your account or our Services. We may send emails to the email address you provide to us to verify your account and for informational and operational purposes, such as account management, customer service, system maintenance, and other Site-related purposes.
- To notify you about changes to our Service.
We will engage in these activities to manage our contractual relationship with you and/or to comply with a legal obligation.
- Providing you with marketing materials and facilitating social sharing.
- We may use Personal Information for marketing purposes, such as providing online advertising on the Site and sending you information we think may be useful or relevant to you. We use various marketing and targeting platforms to maintain Personal Information for such marketing purposes, including email marketing, or to target advertising.
We will engage in this activity with your consent or where we have a legitimate interest.
- Analyzing Personal Information for business reporting and providing personalized services.
- We may also track and analyze trends and usage information in connection with our Services, for example, to determine how many users have visited certain pages or opened messages or newsletters.
We will provide personalized services based on our legitimate interests, and with your consent to the extent required by applicable law.
- Allowing you to participate in sweepstakes, contests or other promotions.
- To process and deliver contest and promotion entries and rewards.
- Some of these promotions may have additional rules containing information about how we will use and disclose your Personal Information. Please read those additional rules before choosing to participate.
We use this information to manage our contractual relationship with you.
- Aggregating and/or anonymizing Personal Information.
- We may aggregate and/or anonymize Personal Information so that it will no longer be considered Personal Information. We do so to generate other data for our use, which we may use and disclose for any reason, as it no longer identified you or any other individual.
- Accomplishing our business purposes.
- To help improve our Services in the future;
- For audits, to verify that our internal processes function as intended and to address legal, regulatory, or contractual requirements;
- To protect our rights or property;
- To compare information for accuracy;
- To verify your identity as noted above;
- To investigate and prevent fraud or other illegal activities; and
- For compliance and safety assurance measures.
We engage in these activities to manage our contractual relationship with you, to comply with a legal obligation, and/or based on our legitimate interest.
We disclose Personal Information:
- To our affiliates for the purposes described above.
- You can consult the list and location of our affiliates below:
- Ocrolus East Private Limited (our wholly-owned subsidiary) located in India.
- You can consult the list and location of our affiliates below:
- To third parties, to permit them to send you marketing communications on our behalf, consistent with your choices.
- To our third party service providers, to facilitate services they provided to us.
- These can include promotional vendors we use to administer contests and promotions, IT service providers and related infrastructure provisions, such as our data hosting provider, other contractors and third parties we use for data analysis, payment processing, fraud prevention, customer service, email delivery, auditing, and other services.
Other Uses and Disclosures
We may also use and disclose your Personal Information as necessary or appropriate, in particular when we have a legal obligation or legitimate interest to do so:
- To comply with applicable law and regulations.
- This may include laws outside your country of residence.
- To cooperate with public and government authorities.
- To respond to a government or regulatory request or to provide information we believe is necessary or appropriate.
- This may include laws outside your country of residence.
- To cooperate with law enforcement.
- For example, when we respond to law enforcement requests and orders or provide information we believe is important.
- For other legal reasons.
- To enforce our Master Service Agreement; and
- To protect the rights, property, or safety of Ocrolus, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
- In connection with a sale or business transaction.
- We have a legitimate interest in disclosing or transferring your Personal Information to a third party in the event of any reorganization, merger, divestiture, restructuring, reorganization, joint venture, assignment, dissolution or other sale or transfer of some or all of Ocrolus’ business, assets, or stock, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding.
INFORMATION SECURITY
We seek to use reasonable organizational, technical, and administrative measures to safeguard the security of Personal Information within our organization. The safety and security of Personal Information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
Unfortunately, transmission of information via the Internet is not secure with absolute certainty. Although we do our best to protect Personal Information and provide transmission security in line with commercially-approved methods, we cannot guarantee the security of Personal Information. If you have reason to believe that your interaction with us is no longer secure, please immediately contact us in accordance with the Contact Information section below.
DATA RETENTION
We retain Personal Information for as long as needed or permitted for the purpose(s) for which it was obtained and consistent with applicable law. In addition, we retain Personal Information as required by our legal obligations, or as necessary to resolve disputes, defend our legal rights, and enforce our agreements.
The criteria used to determine our retention periods include:
- The length of time we have an ongoing relationship with you and provide the Services to you (for example, for as long as you have an account with us or keep using the Services);
- Whether there is a legal obligation to which we are subject (for example, certain laws require us to keep records of your transactions for a certain period of time before we can delete them); or
- Whether retention is advisable in light of our legal position (such as in regard to applicable statutes of limitations, litigation or regulatory investigations).
Ocrolus is headquartered in the United States and we store information in the U.S. and process information in the U.S. and other countries, which may have data protection rules that are different from those of your country of residence. We will take steps to ensure that your Personal Information receives an adequate level of protection in the jurisdictions in which we process it. By using the Services, you understand that Personal Information you provide to us will be transferred to the United States and processed globally. In certain circumstances, courts, law enforcement agencies, regulatory agencies or security authorities in those other countries may be entitled to access your Personal Information.
ADDITIONAL INFORMATION REGARDING THE EEA: Some non-EEA countries are recognized by the European Commission as providing an adequate level of data protection according to EEA standards (the full list of these countries is available here. For transfers from the EEA to countries not considered adequate by the European Commission, we have put in place adequate measures, such as standard contractual clauses adopted by the European Commission to protect your Personal Information. You may obtain a copy of these measures by contacting us in accordance with the Contact Information section.
YOUR CHOICES AND ACCESS
Your choices regarding our use and disclosure of your Personal Information
We give you choices regarding our use and disclosure of your Personal Information for marketing communications:
You may opt out of receiving marketing-related emails from us. If you no longer wish to receive marketing related emails from us on a going-forward basis, you may opt out by clicking on a link at the bottom of each such email, or by contacting in accordance with the Contact Information section below.
We will try to comply with your request(s) as soon as reasonably practicable. Please note that if you opt out of receiving marketing related emails from us, you may continue to receive service-related and other non-marketing emails, from which you cannot opt out.
How you can access, change, or delete your Personal Information:
If you would like to request to access, correct, update, suppress, restrict, or delete Personal Information, object to or opt out of the processing of Personal Information, including if you gave us consent to post a testimonial on our Site, but wish to update or delete it, or if you would like to request to receive a copy of your Personal Information for purposes of transmitting it to another company (to the extent these rights are provided to you by applicable law), you may contact us in accordance with the Contact Information section below. We will respond to your request consistent with applicable law. If you are a California resident, please refer to the “Additional Information Regarding California” section at the end of this Policy for more information about the requests you may make under the CCPA.
In your request, please make clear what Personal Information you would like to have changed or whether you would like to have your Personal Information suppressed from our database. For your protection, we may only implement requests with respect to the Personal Information associated with the particular email address that you use to send us your request, and we may need to verify your identity before implementing your request.
We will endeavor to complete your request(s) as soon as reasonably practicable. Please note that we may deny your deletion request if retaining the information is necessary for us for recordkeeping purposes and/or in accordance with applicable laws.
“Other Information” is any information that does not reveal your specific identity or does not directly relate to an identifiable individual. The Services collect Other Information such as:
- Usage information about how you use the Site, including your access times, geographical location, and browser types.
- Device-specific information, including your hardware model, operating system and version, unique device identifiers, network information, and information about the device’s interaction with our Site.
- Information collected using cookies, pixel tags and other technologies.
- Information that has been aggregated in a manner such that it no longer reveals your specific identity.
Collection of Other Information
We and our service providers collect Other Information in a variety of ways, including:
- Your browser or device.
- Certain information is collected by most browsers or automatically through your device, such as your Media Access Control (MAC) address, computer type (Windows or Mac), screen resolution, operating system name and version, device manufacturer and model, language, Internet browser type and version and the name and version of the Services (such as the App) you are using. We use this information to ensure that the Services function properly.
- Your use of the App.
- When you download and use the App, we and our service providers may track and collect App usage data, such as the date and time the App on your device accesses our servers and what information and files have been downloaded to the App based on your device number.
- Cookies.
- Cookies are alphanumeric identifiers or small data text files that are sent from a server during a browsing session. Cookies are small pieces of information that are stored directly on your computer when you visit certain websites. Find out more about the use of cookies on http://www.cookiecentral.com/. You can typically use your browser settings to block and delete cookies when you access the Site through a web browser. Depending on the browser that you are using, different instructions and adjustments are applicable (usually located within the “settings,” “help,” “tools,” or “edit” facility). Many browsers are set to accept cookies until you change your settings. If you block or do not accept cookies, the Services may not work properly and you may not be able to access all functionalities on the Services. We do not currently respond to browser do-not-track signals. To find out more about “Do Not Track,” please visit https://allaboutdnt.com/.
- We use cookies for the following reasons:
- To improve your experience when navigating our website.
- To remember some of your preferences or save some of your credentials for your next visit.
- To perform analytics and understand the pages and advertisements that you like, how you ended up on our website, and from what type of devices.
- To do re-targeting and ensure that you are presented with relevant ads about our Services.
- If you subscribe to our mailing list, we can use cookies to know if you opened your email and if so, from what device. If you click on an offer that we sent you by email, you will be redirected to our website and we will know that you visited our website through this communication. This will help us understand which promotions work better than others for you and allow us to send you more personalized offers.
- When you browse our website, different types of cookies are set on your hard disk or your device’s storage space. Cookies can be installed by us or can be installed by third parties.
- First-party cookies are those that are issued by our website domain, and they can only be set or retrieved by us. They are used for purposes specific to us, such as to personalize the website.
- Third-party cookies are usually placed on the website via scripts or tags added to a web page. Sometimes, these scripts will also bring additional functionality to the site.
- We use different categories of cookies, which we classified using the standard from the International Chamber of Commerce:
- Strictly Necessary: These cookies are essential to enable you to navigate our website and use its features.
- Performance Cookies: These cookies collect information about how visitors use a website, such as the pages that visitors go most often, and whether they get an error messages from our web pages. These cookies do not collect information that allow us to specifically identify you; it only provides aggregated information about our visitors. Most performance cookies are persistent.
- Functionality Cookies: These cookies are used to allow certain functionality. For instance, these cookies allow our website to make remember the choices you made and provide enhanced or more personalized features.
- Targeting Cookies: These cookies are used to deliver advertising more relevant to you and your interests, including by social media. They are also used to limit the number of times you see an advertisement as well as to help measure the effectiveness of a campaign. These cookies can remember that you visited a website and share this information with third parties for re-targeting purposes.
- The above-described cookies can be session cookies or persistent cookies:
- Session Cookies: These are cookies set temporarily on your device and deleted once you close your browser. They are not stored nor transmitted to third parties. We use this type of cookies to ensure you have a user-friendly experience.
- Persistent Cookies: These cookies remain active on your device for some time, which may vary from a few days to two years after your visit on our website.
- Pixel tags and other similar technologies.
- Pixel tags. Pixel tags (also known as web beacons and clear GIFs) may be used to, among other things, track the actions of users of the Services (including email recipients), measure the success of our marketing campaigns, and compile statistics about usage of the Services and response rates.
- Analytics. We use Google Analytics, which uses cookies and similar technologies to collect and analyze information about use of the Services and report on activities and trends. This service may also collect information regarding the use of other websites, apps and online resources. You can learn about Google’s practices by going to www.google.com/policies/privacy/partners/, and exercise the opt-out provided by Google by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
This Policy does not address, and we are not responsible for, the security or privacy practices of non-Ocrolus sites, the products or services offered by such sites, or the content appearing at such sites. Likewise, the inclusion of a link on the Services does not imply endorsement of any of the products or services marketed at non-Ocrolus sites.
The Services are not directed to individuals under the age of 18 are not permitted to use the Services. In any event, we do not knowingly collect Personal Information from individuals under 16 years of age.
The “Last Updated” legend at the top of this Policy indicates when this Policy was last revised. We will periodically review and update this policy if there are any substantive changes to our data collection and processing practices. Any changes will become effective when we posted the revised Policy on the Services.
Ocrolus Inc., located at 101 Greenwich St 23rd Floor, New York, NY 10006, is the company responsible for collection, use, and disclosure of your Personal Information under this Privacy Policy. If you have any questions about this Privacy Policy, please contact us at privacy@ocrolus.com or:
Ocrolus Inc.
101 Greenwich St, Floor 23
New York, NY 10006
Tel: (646) 850-9090
Because email communications are not always secure, please do not include credit card or other sensitive information in your emails to us.
You may also:
- Lodge a complaint with an EU/EEA data protection authority for the country or region where you have your habitual residence or place of work or where an alleged infringement of applicable data protection law occurs. For contact details of your local Data Protection Authority in the EEA, please see: https://ec.europa.eu/justice/data-protection/article-29/structure/data-protection-authorities/index_en.htm.
Pursuant to the California Consumer Privacy Act of 2018 (CCPA), we are providing the following additional details regarding the categories of Personal Information that we collect, use, and disclose about California residents. This section supplements the information provided in this Privacy Policy and applies only to California residents. If you have questions about your California privacy rights or the information provided in this section, please contact us at privacy@ocrolus.com.
Collection and Disclosure of Personal Information
While the information we may collect from you depends on your relationship and interactions with Ocrolus, the chart below is a summary of: (1) the categories of Personal Information, as listed in the CCPA, that we plan to collect and have collected and disclosed within the preceding 12 months; and (2) the categories of third parties to which we disclosed Personal Information for our operational business purposes within the preceding 12 months.
| Categories of Personal Information | Disclosed to Which Categories of Third Parties for Operational Purposes |
|---|---|
Identifiers, such as name, alias, contact information, unique personal identifiers, IP address that can reasonably be linked or associated with a particular consumer or household, online identifiers, and government-issued identifiers (e.g., driver’s license) | affiliates; service providers; business partners; marketing partners; contest sponsors; legal authorities |
Personal information as defined in the California customer records law, such as name, contact information, signature; financial account number; insurance policy number; medical, insurance, financial, education and employment information; physical characteristics or description | affiliates; service providers; business partners; marketing partners; contest sponsors; legal authorities |
Protected Class Information, such as characteristics of protected classifications under California or federal law, such as sex, age, gender, race, and marital status | affiliates; service providers |
Commercial Information, such as transaction information and purchase history, including purchases considered | affiliates; service providers; business partners; marketing partners; contest sponsors |
Internet or network activity information, such as browsing history, search history and interactions with our online properties or ads | affiliates; service providers; legal authorities |
Geolocation Data, such as device location and approximate location derived from IP address | affiliates; service providers; contest sponsors; legal authorities |
Audio/Video Data. Audio, electronic, visual, and similar information, such as call and video recordings | affiliates; service providers; legal authorities |
Education Information subject to the federal Family Educational Rights and Privacy Act such as student transcripts, grade point average, grades, and disciplinary records | affiliates; service providers |
Employment Information. Professional or employment-related information, such as work history and prior employer | affiliates; service providers |
Inferences drawn from any of the Personal Information listed above to create a profile or summary about, for example, an individual’s preferences and characteristics | affiliates; service providers |
Under the CCPA, if a business sells Personal Information, it must allow California residents to opt out of the sale of their Personal Information. However, we do not “sell” and have not “sold” Personal Information in the past 12 months. For example, and without limiting the foregoing, we do not “sell” the Personal Information of minors under 16 years of age.
If you are a California consumer, you may make the following requests:
(1) “Request to Know”
You may request that we disclose to you the following information covering the 12 months preceding your request:
- The categories of Personal Information we have collected about you, and the categories of sources from which we collected such Personal Information;
- Specific pieces of Personal Information we collected about you;
- The business or commercial purpose for collecting Personal Information about you; and
- The categories of Personal Information about you that we otherwise shared or disclosed, and the categories of third parties with whom we shared or to whom we disclosed such Personal Information (if applicable).
(2) “Request to Delete”
You may request that we delete Personal Information we collected from you.
To make a Request to Know or a Request to Delete, please contact us at privacy@ocrolus.com or in accordance with the Contact Information section above. We will verify and respond to your request consistent with applicable law, taking into account the type and sensitivity of the Personal Information subject to the request. We may need to request additional Personal Information from you, such as your full name, geographical location, and email address, in order to verify your identity and protect against fraudulent requests. If you maintain a password-protected account with us, we may verify your identity through our existing authentication practices for your account and require you to re-authenticate yourself before disclosing or deleting your Personal Information. You may make a request on behalf of a child who is under 13 years old if you are the child’s parent or legal guardian. If you make a Request to Delete, we may ask you to confirm your request before we delete your Personal Information.
If you want to make a Request to Know or a Request to Delete as an authorized agent on behalf of a California resident, you may use the submission methods noted above. As part of our verification process, we may require that you provide, as applicable, proof concerning your status as an authorized agent, which may include:
- Proof of your registration with the California Secretary of State to conduct business in California;
- Proof of a power of attorney from the resident pursuant to Probate Code sections 4121-4130.
If you are an authorized agent and have not provided us with a power of attorney from the resident pursuant to Probate Code sections 4121-4130, we may also require the resident to:
- Verify the residents own identity directly with us; or
- Directly confirm with us that the resident provided you permission to make the request.
Right to Non-Discrimination
You have the right to be free from discriminatory treatment for exercising your rights under the CCPA.
We do not sell Personal Information as defined under Nevada law. If you are a Nevada resident and have questions, please contact us according to the Contact Information section above.
Effective October 11th 2022 to December 15th 2023
DownloadTable of Contents
Ocrolus Inc. and its affiliates (collectively, “Ocrolus,” “we,” and “us”) wants you to be familiar with how we collect, use and disclose information. This Privacy Policy (“Policy”) describes our practices in connection with information we collect through:
- Websites operated by us from which you are accessing this Policy, including www.ocrolus.com (the “Websites”);
- Software applications including dashboard.ocrolus.com, and any application programming interface (“API”) made available by us for use on or through computers (the “Apps”);
- Our social media pages and apps for LinkedIn, Twitter, Facebook, YouTube, and any other official Ocrolus social media pages (collectively, our “Social Media Pages”);
- HTML-formatted email messages that we send to you that link to this Policy or other communications with you; and
- Offline business interactions you have with us.
Collectively, we refer to the Websites, Apps, Social Media Pages, emails, and offline business interactions as the “Services.”
Any capitalized terms used and not defined in this Policy have the meaning given to them in the Master Service Agreement. If you do not agree with this Policy, you should not use the Services. Where required under applicable law, we will separately seek appropriate consent to the collection, use, and disclosure of certain types of Personal Information.
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ABOUT OUR SERVICES
Our Services may require registering as a user on our system; other Services may involve certain fees or require separate agreements between you and Ocrolus. Please reference our Master Services Agreement for more information on your rights as a user.
Ocrolus’ Apps enable clients to review financial account data (including: account numbers and account holder information, account transactions, account statements, account position and balance information) and information such as paystubs, W-2s, T4s and other tax-related forms, IDs, and invoices (together, “Records”) from a variety of users, groups, advisors, clients, and other parties, submitted or retrieved from third party financial institutions, such as brokerages and banks, and parsed and summarized in a way that is searchable, verifiable and provides benefits to users. Ocrolus will process any Personal Information provided in the Records in accordance with our agreement with our client.
PERSONAL INFORMATION WE COLLECT
“Personal Information” means information that alone or when in combination with other information may identify, relate to, describe, be reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, such as name, address, email address, financial account number, social security number, IP address, or phone number. Personal Information does not include information that has been anonymized, aggregated, or de-identified so that it does not identify a specific individual, which we may use for any legal purpose.
The Services collect Personal Information including:
- Name
- Email address
- Physical address
- Phone number
- Username and password
- IP address (we may also derive your approximate location from your IP address)
We and our service providers collect Personal Information in a variety of ways, including:
- Through the Services:
- We collect Personal Information through the Services, for example when you sign up for a newsletter, register an account to access the Services, contact customer service, or provide information with us in connection with contests and promotions.
- If you apply to a job through our Services, you may submit Personal Information such as your full name, contact information, work experience, links to your work-related social media accounts, resume, and any other documents or information that you choose to upload and submit.
- From Other Sources:
- We receive your Personal Information from other sources, for example:
- Publicly available databases.
- If you apply for a job, we may also receive personal information from your references.
- We receive your Personal Information from other sources, for example:
Choosing not to provide your Personal Information:
We need your Personal Information in order to provide the requested Services to you. If you do not provide this information when requested, we may not be able to provide you with the requested Services. We will tell you what information you must provide to receive a requested Service by designating it as required on the Services. To the extent Ocrolus processes data from you in the role of a processor on your behalf, you will be responsible for obtaining the necessary permissions and authorizations for and maintaining the privacy and security of Personal Information you share with us.
HOW OCROLUS USES PERSONAL INFORMATION
Ocrolus and our service providers use Personal Information for the following purposes:
- Providing the functionality of the Services and fulfilling your requests:
- To provide the Services’ functionality to you, such as arranging access to your registered account, displaying the information to you, delivering related content, and providing you with related benefits, special promotions, or customer service.
- To provide you with information that you request from us.
- To provide you with notices about your account/subscription, including expiration and renewal notices.
- We may send you information related to your account or our Services. We may send emails to the email address you provide to us to verify your account and for informational and operational purposes, such as account management, customer service, system maintenance, and other Site-related purposes.
- To notify you about changes to our Service.
We will engage in these activities to manage our contractual relationship with you and/or to comply with a legal obligation.
- Providing you with marketing materials and facilitating social sharing.
- We may use Personal Information for marketing purposes, such as providing online advertising on the Site and sending you information we think may be useful or relevant to you. We use various marketing and targeting platforms to maintain Personal Information for such marketing purposes, including email marketing, or to target advertising.
We will engage in this activity with your consent or where we have a legitimate interest.
- Analyzing Personal Information for business reporting and providing personalized services.
- We may also track and analyze trends and usage information in connection with our Services, for example, to determine how many users have visited certain pages or opened messages or newsletters.
We will provide personalized services based on our legitimate interests, and with your consent to the extent required by applicable law.
- Allowing you to participate in sweepstakes, contests or other promotions.
- To process and deliver contest and promotion entries and rewards.
- Some of these promotions may have additional rules containing information about how we will use and disclose your Personal Information. Please read those additional rules before choosing to participate.
We use this information to manage our contractual relationship with you.
- Aggregating and/or anonymizing Personal Information.
- We may aggregate and/or anonymize Personal Information so that it will no longer be considered Personal Information. We do so to generate other data for our use, which we may use and disclose for any reason, as it no longer identified you or any other individual.
- Accomplishing our business purposes.
- To help improve our Services in the future;
- For audits, to verify that our internal processes function as intended and to address legal, regulatory, or contractual requirements;
- To protect our rights or property;
- To compare information for accuracy;
- To verify your identity as noted above;
- To investigate and prevent fraud or other illegal activities; and
- For compliance and safety assurance measures.
We engage in these activities to manage our contractual relationship with you, to comply with a legal obligation, and/or based on our legitimate interest.
We disclose Personal Information:
- To our affiliates for the purposes described above.
- You can consult the list and location of our affiliates below:
- Ocrolus East Private Limited (our wholly-owned subsidiary) located in India.
- You can consult the list and location of our affiliates below:
- To third parties, to permit them to send you marketing communications on our behalf, consistent with your choices.
- To our third party service providers, to facilitate services they provided to us.
- These can include promotional vendors we use to administer contests and promotions, IT service providers and related infrastructure provisions, such as our data hosting provider, other contractors and third parties we use for data analysis, payment processing, fraud prevention, customer service, email delivery, auditing, and other services.
Other Uses and Disclosures
We may also use and disclose your Personal Information as necessary or appropriate, in particular when we have a legal obligation or legitimate interest to do so:
- To comply with applicable law and regulations.
- This may include laws outside your country of residence.
- To cooperate with public and government authorities.
- To respond to a government or regulatory request or to provide information we believe is necessary or appropriate.
- This may include laws outside your country of residence.
- To cooperate with law enforcement.
- For example, when we respond to law enforcement requests and orders or provide information we believe is important.
- For other legal reasons.
- To enforce our Master Service Agreement; and
- To protect the rights, property, or safety of Ocrolus, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
- In connection with a sale or business transaction.
- We have a legitimate interest in disclosing or transferring your Personal Information to a third party in the event of any reorganization, merger, divestiture, restructuring, reorganization, joint venture, assignment, dissolution or other sale or transfer of some or all of Ocrolus’ business, assets, or stock, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding.
INFORMATION SECURITY
We seek to use reasonable organizational, technical, and administrative measures to safeguard the security of Personal Information within our organization. The safety and security of Personal Information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
Unfortunately, transmission of information via the Internet is not secure with absolute certainty. Although we do our best to protect Personal Information and provide transmission security in line with commercially-approved methods, we cannot guarantee the security of Personal Information. If you have reason to believe that your interaction with us is no longer secure, please immediately contact us in accordance with the Contact Information section below.
DATA RETENTION
We retain Personal Information for as long as needed or permitted for the purpose(s) for which it was obtained and consistent with applicable law. In addition, we retain Personal Information as required by our legal obligations, or as necessary to resolve disputes, defend our legal rights, and enforce our agreements.
The criteria used to determine our retention periods include:
- The length of time we have an ongoing relationship with you and provide the Services to you (for example, for as long as you have an account with us or keep using the Services);
- Whether there is a legal obligation to which we are subject (for example, certain laws require us to keep records of your transactions for a certain period of time before we can delete them); or
- Whether retention is advisable in light of our legal position (such as in regard to applicable statutes of limitations, litigation or regulatory investigations).
Ocrolus is headquartered in the United States and we store information in the U.S. and process information in the U.S. and other countries, which may have data protection rules that are different from those of your country of residence. We will take steps to ensure that your Personal Information receives an adequate level of protection in the jurisdictions in which we process it. By using the Services, you understand that Personal Information you provide to us will be transferred to the United States and processed globally. In certain circumstances, courts, law enforcement agencies, regulatory agencies or security authorities in those other countries may be entitled to access your Personal Information.
ADDITIONAL INFORMATION REGARDING THE EEA: Some non-EEA countries are recognized by the European Commission as providing an adequate level of data protection according to EEA standards (the full list of these countries is available here. For transfers from the EEA to countries not considered adequate by the European Commission, we have put in place adequate measures, such as standard contractual clauses adopted by the European Commission to protect your Personal Information. You may obtain a copy of these measures by contacting us in accordance with the Contact Information section.
YOUR CHOICES AND ACCESS
Your choices regarding our use and disclosure of your Personal Information
We give you choices regarding our use and disclosure of your Personal Information for marketing communications:
You may opt out of receiving marketing-related emails from us. If you no longer wish to receive marketing related emails from us on a going-forward basis, you may opt out by clicking on a link at the bottom of each such email, or by contacting in accordance with the Contact Information section below.
We will try to comply with your request(s) as soon as reasonably practicable. Please note that if you opt out of receiving marketing related emails from us, you may continue to receive service-related and other non-marketing emails, from which you cannot opt out.
How you can access, change, or delete your Personal Information:
If you would like to request to access, correct, update, suppress, restrict, or delete Personal Information, object to or opt out of the processing of Personal Information, including if you gave us consent to post a testimonial on our Site, but wish to update or delete it, or if you would like to request to receive a copy of your Personal Information for purposes of transmitting it to another company (to the extent these rights are provided to you by applicable law), you may contact us in accordance with the Contact Information section below. We will respond to your request consistent with applicable law. If you are a California resident, please refer to the “Additional Information Regarding California” section at the end of this Policy for more information about the requests you may make under the CCPA.
In your request, please make clear what Personal Information you would like to have changed or whether you would like to have your Personal Information suppressed from our database. For your protection, we may only implement requests with respect to the Personal Information associated with the particular email address that you use to send us your request, and we may need to verify your identity before implementing your request.
We will endeavor to complete your request(s) as soon as reasonably practicable. Please note that we may deny your deletion request if retaining the information is necessary for us for recordkeeping purposes and/or in accordance with applicable laws.
“Other Information” is any information that does not reveal your specific identity or does not directly relate to an identifiable individual. The Services collect Other Information such as:
- Usage information about how you use the Site, including your access times, geographical location, and browser types.
- Device-specific information, including your hardware model, operating system and version, unique device identifiers, network information, and information about the device’s interaction with our Site.
- Information collected using cookies, pixel tags and other technologies.
- Information that has been aggregated in a manner such that it no longer reveals your specific identity.
Collection of Other Information
We and our service providers collect Other Information in a variety of ways, including:
- Your browser or device.
- Certain information is collected by most browsers or automatically through your device, such as your Media Access Control (MAC) address, computer type (Windows or Mac), screen resolution, operating system name and version, device manufacturer and model, language, Internet browser type and version and the name and version of the Services (such as the App) you are using. We use this information to ensure that the Services function properly.
- Your use of the App.
- When you download and use the App, we and our service providers may track and collect App usage data, such as the date and time the App on your device accesses our servers and what information and files have been downloaded to the App based on your device number.
- Cookies.
- Cookies are alphanumeric identifiers or small data text files that are sent from a server during a browsing session. Cookies are small pieces of information that are stored directly on your computer when you visit certain websites. Find out more about the use of cookies on http://www.cookiecentral.com/. You can typically use your browser settings to block and delete cookies when you access the Site through a web browser. Depending on the browser that you are using, different instructions and adjustments are applicable (usually located within the “settings,” “help,” “tools,” or “edit” facility). Many browsers are set to accept cookies until you change your settings. If you block or do not accept cookies, the Services may not work properly and you may not be able to access all functionalities on the Services. We do not currently respond to browser do-not-track signals. To find out more about “Do Not Track,” please visit https://allaboutdnt.com/.
- We use cookies for the following reasons:
- To improve your experience when navigating our website.
- To remember some of your preferences or save some of your credentials for your next visit.
- To perform analytics and understand the pages and advertisements that you like, how you ended up on our website, and from what type of devices.
- To do re-targeting and ensure that you are presented with relevant ads about our Services.
- If you subscribe to our mailing list, we can use cookies to know if you opened your email and if so, from what device. If you click on an offer that we sent you by email, you will be redirected to our website and we will know that you visited our website through this communication. This will help us understand which promotions work better than others for you and allow us to send you more personalized offers.
- When you browse our website, different types of cookies are set on your hard disk or your device’s storage space. Cookies can be installed by us or can be installed by third parties.
- First-party cookies are those that are issued by our website domain, and they can only be set or retrieved by us. They are used for purposes specific to us, such as to personalize the website.
- Third-party cookies are usually placed on the website via scripts or tags added to a web page. Sometimes, these scripts will also bring additional functionality to the site.
- We use different categories of cookies, which we classified using the standard from the International Chamber of Commerce:
- Strictly Necessary: These cookies are essential to enable you to navigate our website and use its features.
- Performance Cookies: These cookies collect information about how visitors use a website, such as the pages that visitors go most often, and whether they get an error messages from our web pages. These cookies do not collect information that allow us to specifically identify you; it only provides aggregated information about our visitors. Most performance cookies are persistent.
- Functionality Cookies: These cookies are used to allow certain functionality. For instance, these cookies allow our website to make remember the choices you made and provide enhanced or more personalized features.
- Targeting Cookies: These cookies are used to deliver advertising more relevant to you and your interests, including by social media. They are also used to limit the number of times you see an advertisement as well as to help measure the effectiveness of a campaign. These cookies can remember that you visited a website and share this information with third parties for re-targeting purposes.
- The above-described cookies can be session cookies or persistent cookies:
- Session Cookies: These are cookies set temporarily on your device and deleted once you close your browser. They are not stored nor transmitted to third parties. We use this type of cookies to ensure you have a user-friendly experience.
- Persistent Cookies: These cookies remain active on your device for some time, which may vary from a few days to two years after your visit on our website.
- Pixel tags and other similar technologies.
- Pixel tags. Pixel tags (also known as web beacons and clear GIFs) may be used to, among other things, track the actions of users of the Services (including email recipients), measure the success of our marketing campaigns, and compile statistics about usage of the Services and response rates.
- Analytics. We use Google Analytics, which uses cookies and similar technologies to collect and analyze information about use of the Services and report on activities and trends. This service may also collect information regarding the use of other websites, apps and online resources. You can learn about Google’s practices by going to www.google.com/policies/privacy/partners/, and exercise the opt-out provided by Google by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
This Policy does not address, and we are not responsible for, the security or privacy practices of non-Ocrolus sites, the products or services offered by such sites, or the content appearing at such sites. Likewise, the inclusion of a link on the Services does not imply endorsement of any of the products or services marketed at non-Ocrolus sites.
The Services are not directed to individuals under the age of 18 are not permitted to use the Services. In any event, we do not knowingly collect Personal Information from individuals under 16 years of age.
The “Last Updated” legend at the top of this Policy indicates when this Policy was last revised. We will periodically review and update this policy if there are any substantive changes to our data collection and processing practices. Any changes will become effective when we posted the revised Policy on the Services.
Ocrolus Inc., located at 101 Greenwich St 23rd Floor, New York, NY 10006, is the company responsible for collection, use, and disclosure of your Personal Information under this Privacy Policy. If you have any questions about this Privacy Policy, please contact us at privacy@ocrolus.com or:
Ocrolus Inc.
101 Greenwich St, Floor 23
New York, NY 10006
Tel: (646) 850-9090
Because email communications are not always secure, please do not include credit card or other sensitive information in your emails to us.
You may also:
- Lodge a complaint with an EU/EEA data protection authority for the country or region where you have your habitual residence or place of work or where an alleged infringement of applicable data protection law occurs. For contact details of your local Data Protection Authority in the EEA, please see: https://ec.europa.eu/justice/data-protection/article-29/structure/data-protection-authorities/index_en.htm.
Pursuant to the California Consumer Privacy Act of 2018 (CCPA), we are providing the following additional details regarding the categories of Personal Information that we collect, use, and disclose about California residents. This section supplements the information provided in this Privacy Policy and applies only to California residents. If you have questions about your California privacy rights or the information provided in this section, please contact us at privacy@ocrolus.com.
Collection and Disclosure of Personal Information
While the information we may collect from you depends on your relationship and interactions with Ocrolus, the chart below is a summary of: (1) the categories of Personal Information, as listed in the CCPA, that we plan to collect and have collected and disclosed within the preceding 12 months; and (2) the categories of third parties to which we disclosed Personal Information for our operational business purposes within the preceding 12 months.
| Categories of Personal Information | Disclosed to Which Categories of Third Parties for Operational Purposes |
|---|---|
Identifiers, such as name, alias, contact information, unique personal identifiers, IP address that can reasonably be linked or associated with a particular consumer or household, online identifiers, and government-issued identifiers (e.g., driver’s license) | affiliates; service providers; business partners; marketing partners; contest sponsors; legal authorities |
Personal information as defined in the California customer records law, such as name, contact information, signature; financial account number; insurance policy number; medical, insurance, financial, education and employment information; physical characteristics or description | affiliates; service providers; business partners; marketing partners; contest sponsors; legal authorities |
Protected Class Information, such as characteristics of protected classifications under California or federal law, such as sex, age, gender, race, and marital status | affiliates; service providers |
Commercial Information, such as transaction information and purchase history, including purchases considered | affiliates; service providers; business partners; marketing partners; contest sponsors |
Internet or network activity information, such as browsing history, search history and interactions with our online properties or ads | affiliates; service providers; legal authorities |
Geolocation Data, such as device location and approximate location derived from IP address | affiliates; service providers; contest sponsors; legal authorities |
Audio/Video Data. Audio, electronic, visual, and similar information, such as call and video recordings | affiliates; service providers; legal authorities |
Education Information subject to the federal Family Educational Rights and Privacy Act such as student transcripts, grade point average, grades, and disciplinary records | affiliates; service providers |
Employment Information. Professional or employment-related information, such as work history and prior employer | affiliates; service providers |
Inferences drawn from any of the Personal Information listed above to create a profile or summary about, for example, an individual’s preferences and characteristics | affiliates; service providers |
Under the CCPA, if a business sells Personal Information, it must allow California residents to opt out of the sale of their Personal Information. However, we do not “sell” and have not “sold” Personal Information in the past 12 months. For example, and without limiting the foregoing, we do not “sell” the Personal Information of minors under 16 years of age.
If you are a California consumer, you may make the following requests:
(1) “Request to Know”
You may request that we disclose to you the following information covering the 12 months preceding your request:
- The categories of Personal Information we have collected about you, and the categories of sources from which we collected such Personal Information;
- Specific pieces of Personal Information we collected about you;
- The business or commercial purpose for collecting Personal Information about you; and
- The categories of Personal Information about you that we otherwise shared or disclosed, and the categories of third parties with whom we shared or to whom we disclosed such Personal Information (if applicable).
(2) “Request to Delete”
You may request that we delete Personal Information we collected from you.
To make a Request to Know or a Request to Delete, please contact us at privacy@ocrolus.com or in accordance with the Contact Information section above. We will verify and respond to your request consistent with applicable law, taking into account the type and sensitivity of the Personal Information subject to the request. We may need to request additional Personal Information from you, such as your full name, geographical location, and email address, in order to verify your identity and protect against fraudulent requests. If you maintain a password-protected account with us, we may verify your identity through our existing authentication practices for your account and require you to re-authenticate yourself before disclosing or deleting your Personal Information. You may make a request on behalf of a child who is under 13 years old if you are the child’s parent or legal guardian. If you make a Request to Delete, we may ask you to confirm your request before we delete your Personal Information.
If you want to make a Request to Know or a Request to Delete as an authorized agent on behalf of a California resident, you may use the submission methods noted above. As part of our verification process, we may require that you provide, as applicable, proof concerning your status as an authorized agent, which may include:
- Proof of your registration with the California Secretary of State to conduct business in California;
- Proof of a power of attorney from the resident pursuant to Probate Code sections 4121-4130.
If you are an authorized agent and have not provided us with a power of attorney from the resident pursuant to Probate Code sections 4121-4130, we may also require the resident to:
- Verify the residents own identity directly with us; or
- Directly confirm with us that the resident provided you permission to make the request.
Right to Non-Discrimination
You have the right to be free from discriminatory treatment for exercising your rights under the CCPA.
We do not sell Personal Information as defined under Nevada law. If you are a Nevada resident and have questions, please contact us according to the Contact Information section above.
Effective October 6th 2022 to October 11th 2022
DownloadTable of Contents
Ocrolus Inc. and its affiliates (collectively, “Ocrolus,” “we,” and “us”) wants you to be familiar with how we collect, use and disclose information. This Privacy Policy (“Policy”) describes our practices in connection with information we collect through:
- Websites operated by us from which you are accessing this Policy, including www.ocrolus.com (the “Websites”);
- Software applications including app.ocrolus.com, and any application programming interface (“API”) made available by us for use on or through computers (the “Apps”);
- Our social media pages and apps for LinkedIn, Twitter, Facebook, and YouTube (collectively, our “Social Media Pages”);
- HTML-formatted email messages that we send to you that link to this Policy or other communications with you; and
- Offline business interactions you have with us.
Collectively, we refer to the Websites, Apps, Social Media Pages, emails, and offline business interactions as the “Services.”
Any capitalized terms used and not defined in this Policy have the meaning given to them in the Master Service Agreement. If you do not agree with this Policy, you should not use the Services. Where required under applicable law, we will separately seek appropriate consent to the collection, use, and disclosure of certain types of Personal Information.
Jump to Section:
ABOUT OUR SERVICES
Our Services may require registering as a user on our system; other Services may involve certain fees or require separate agreements between you and Ocrolus. Please reference our Master Services Agreement for more information on your rights as a user.
Ocrolus’ Apps enable clients to review financial account data (including: account numbers and account holder information, account transactions, account statements, account position and balance information) and information such as paystubs, W-2s, T4s and other tax-related forms, IDs, and invoices (together, “Records”) from a variety of users, groups, advisors, clients, and other parties, retrieved from third party financial institutions, such as brokerages and banks, and parsed and summarized in a way that is searchable, verifiable and provides benefits to users. Ocrolus will process any Personal Information provided in the Records in accordance with our agreement with our client.
PERSONAL INFORMATION WE COLLECT
“Personal Information” means information that alone or when in combination with other information may identify, relate to, describe, be reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, such as name, address, email address, financial account number, social security number, IP address, or phone number. Personal Information does not include information that has been anonymized, aggregated or de-identified so that it does not identify a specific individual, which we may use for any legal purpose.
The Services collect Personal Information including:
- Name
- Email address
- Physical address
- Phone number
- Username and password
- IP address (we may also derive your approximate location from your IP address)
We and our service providers collect Personal Information in a variety of ways, including:
- Through the Services:
- We collect Personal Information through the Services, for example when you sign up for a newsletter, register an account to access the Services, contact customer service, or provide information with us in connection with contests and promotions.
- If you apply to a job through our Services, you may submit Personal Information such as your full name, contact information, work experience, links to your work-related social media accounts, resume, and any other documents or information that you choose to upload and submit.
- From Other Sources:
- We receive your Personal Information from other sources, for example:
- Publicly available databases.
- If you apply for a job, we may also receive personal information from your references.
- We receive your Personal Information from other sources, for example:
Choosing not to provide your Personal Information:
We need your Personal Information in order to provide the requested Services to you. If you do not provide this information when requested, we may not be able to provide you with the requested Services. We will tell you what information you must provide to receive a requested Service by designating it as required on the Services. To the extent Ocrolus processes data from you in the role of a processor on your behalf, you will be responsible for obtaining the necessary permissions and authorizations for and maintaining the privacy and security of Personal Information you share with us.
HOW OCROLUS USES PERSONAL INFORMATION
Ocrolus and our service providers use Personal Information for the following purposes:
- Providing the functionality of the Services and fulfilling your requests:
- To provide the Services’ functionality to you, such as arranging access to your registered account, displaying the information to you, delivering related content, and providing you with related benefits, special promotions, or customer service.
- To provide you with information that you request from us.
- To provide you with notices about your account/subscription, including expiration and renewal notices.
- We may send you information related to your account or our Services. We may send emails to the email address you provide to us to verify your account and for informational and operational purposes, such as account management, customer service, system maintenance, and other Site-related purposes.
- To notify you about changes to our Service.
We will engage in these activities to manage our contractual relationship with you and/or to comply with a legal obligation.
- Providing you with marketing materials and facilitating social sharing.
- We may use Personal Information for marketing purposes, such as providing online advertising on the Site and sending you information we think may be useful or relevant to you. We use various marketing and targeting platforms to maintain Personal Information for such marketing purposes, including email marketing, or to target advertising.
We will engage in this activity with your consent or where we have a legitimate interest.
- Analyzing Personal Information for business reporting and providing personalized services.
- We may also track and analyze trends and usage information in connection with our Services, for example, to determine how many users have visited certain pages or opened messages or newsletters.
We will provide personalized services based on our legitimate interests, and with your consent to the extent required by applicable law.
- Allowing you to participate in sweepstakes, contests or other promotions.
- To process and deliver contest and promotion entries and rewards.
- Some of these promotions may have additional rules containing information about how we will use and disclose your Personal Information. Please read those additional rules before choosing to participate.
We use this information to manage our contractual relationship with you.
- Aggregating and/or anonymizing Personal Information.
- We may aggregate and/or anonymize Personal Information so that it will no longer be considered Personal Information. We do so to generate other data for our use, which we may use and disclose for any reason, as it no longer identified you or any other individual.
- Accomplishing our business purposes.
- To help improve our Services in the future;
- For audits, to verify that our internal processes function as intended and to address legal, regulatory, or contractual requirements;
- To protect our rights or property;
- To compare information for accuracy;
- To verify your identity as noted above;
- To investigate and prevent fraud or other illegal activities; and
- For compliance and safety assurance measures.
We engage in these activities to manage our contractual relationship with you, to comply with a legal obligation, and/or based on our legitimate interest.
We disclose Personal Information:
- To our affiliates for the purposes described above.
- You can consult the list and location of our affiliates below:
- Ocrolus East Private Limited (our wholly-owned subsidiary) located in India.
- You can consult the list and location of our affiliates below:
- To third parties, to permit them to send you marketing communications on our behalf, consistent with your choices.
- To our third party service providers, to facilitate services they provided to us.
- These can include promotional vendors we use to administer contests and promotions, IT service providers and related infrastructure provisions, such as our data hosting provider, other contractors and third parties we use for data analysis, payment processing, fraud prevention, customer service, email delivery, auditing, and other services.
Other Uses and Disclosures
We may also use and disclose your Personal Information as necessary or appropriate, in particular when we have a legal obligation or legitimate interest to do so:
- To comply with applicable law and regulations.
- This may include laws outside your country of residence.
- To cooperate with public and government authorities.
- To respond to a government or regulatory request or to provide information we believe is necessary or appropriate.
- This may include laws outside your country of residence.
- To cooperate with law enforcement.
- For example, when we respond to law enforcement requests and orders or provide information we believe is important.
- For other legal reasons.
- To enforce our Master Service Agreement; and
- To protect the rights, property, or safety of Ocrolus, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
- In connection with a sale or business transaction.
- We have a legitimate interest in disclosing or transferring your Personal Information to a third party in the event of any reorganization, merger, divestiture, restructuring, reorganization, joint venture, assignment, dissolution or other sale or transfer of some or all of Ocrolus’ business, assets, or stock, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding.
INFORMATION SECURITY
We seek to use reasonable organizational, technical, and administrative measures to safeguard the security of Personal Information within our organization. The safety and security of Personal Information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
Unfortunately, transmission of information via the Internet is not secure with absolute certainty. Although we do our best to protect Personal Information and provide transmission security in line with commercially-approved methods, we cannot guarantee the security of Personal Information. If you have reason to believe that your interaction with us is no longer secure, please immediately contact us in accordance with the Contact Information section below.
DATA RETENTION
We retain Personal Information for as long as needed or permitted for the purpose(s) for which it was obtained and consistent with applicable law. In addition, we retain Personal Information as required by our legal obligations, or as necessary to resolve disputes, defend our legal rights, and enforce our agreements.
The criteria used to determine our retention periods include:
- The length of time we have an ongoing relationship with you and provide the Services to you (for example, for as long as you have an account with us or keep using the Services);
- Whether there is a legal obligation to which we are subject (for example, certain laws require us to keep records of your transactions for a certain period of time before we can delete them); or
- Whether retention is advisable in light of our legal position (such as in regard to applicable statutes of limitations, litigation or regulatory investigations).
Ocrolus is headquartered in the United States and we store information in the U.S. and process information in the U.S. and other countries, which may have data protection rules that are different from those of your country of residence. We will take steps to ensure that your Personal Information receives an adequate level of protection in the jurisdictions in which we process it. By using the Services, you understand that Personal Information you provide to us will be transferred to the United States and processed globally. In certain circumstances, courts, law enforcement agencies, regulatory agencies or security authorities in those other countries may be entitled to access your Personal Information.
ADDITIONAL INFORMATION REGARDING THE EEA: Some non-EEA countries are recognized by the European Commission as providing an adequate level of data protection according to EEA standards (the full list of these countries is available here. For transfers from the EEA to countries not considered adequate by the European Commission, we have put in place adequate measures, such as standard contractual clauses adopted by the European Commission to protect your Personal Information. You may obtain a copy of these measures by contacting us in accordance with the Contact Information section.
YOUR CHOICES AND ACCESS
Your choices regarding our use and disclosure of your Personal Information
We give you choices regarding our use and disclosure of your Personal Information for marketing communications:
You may opt out of receiving marketing-related emails from us. If you no longer wish to receive marketing related emails from us on a going-forward basis, you may opt out by clicking on a link at the bottom of each such email, or by contacting in accordance with the Contact Information section below.
We will try to comply with your request(s) as soon as reasonably practicable. Please note that if you opt out of receiving marketing related emails from us, you may continue to receive service-related and other non-marketing emails, from which you cannot opt out.
How you can access, change, or delete your Personal Information:
If you would like to request to access, correct, update, suppress, restrict, or delete Personal Information, object to or opt out of the processing of Personal Information, including if you gave us consent to post a testimonial on our Site, but wish to update or delete it, or if you would like to request to receive a copy of your Personal Information for purposes of transmitting it to another company (to the extent these rights are provided to you by applicable law), you may contact us in accordance with the Contact Information section below. We will respond to your request consistent with applicable law. If you are a California resident, please refer to the “Additional Information Regarding California” section at the end of this Policy for more information about the requests you may make under the CCPA.
In your request, please make clear what Personal Information you would like to have changed or whether you would like to have your Personal Information suppressed from our database. For your protection, we may only implement requests with respect to the Personal Information associated with the particular email address that you use to send us your request, and we may need to verify your identity before implementing your request.
We will endeavor to complete your request(s) as soon as reasonably practicable. Please note that we may deny your deletion request if retaining the information is necessary for us for recordkeeping purposes and/or in accordance with applicable laws.
“Other Information” is any information that does not reveal your specific identity or does not directly relate to an identifiable individual. The Services collect Other Information such as:
- Usage information about how you use the Site, including your access times, geographical location, and browser types.
- Device-specific information, including your hardware model, operating system and version, unique device identifiers, network information, and information about the device’s interaction with our Site.
- Information collected using cookies, pixel tags and other technologies.
- Information that has been aggregated in a manner such that it no longer reveals your specific identity.
Collection of Other Information
We and our service providers collect Other Information in a variety of ways, including:
- Your browser or device.
- Certain information is collected by most browsers or automatically through your device, such as your Media Access Control (MAC) address, computer type (Windows or Mac), screen resolution, operating system name and version, device manufacturer and model, language, Internet browser type and version and the name and version of the Services (such as the App) you are using. We use this information to ensure that the Services function properly.
- Your use of the App.
- When you download and use the App, we and our service providers may track and collect App usage data, such as the date and time the App on your device accesses our servers and what information and files have been downloaded to the App based on your device number.
- Cookies.
- Cookies are alphanumeric identifiers or small data text files that are sent from a server during a browsing session. Cookies are small pieces of information that are stored directly on your computer when you visit certain websites. Find out more about the use of cookies on http://www.cookiecentral.com/. You can typically use your browser settings to block and delete cookies when you access the Site through a web browser. Depending on the browser that you are using, different instructions and adjustments are applicable (usually located within the “settings,” “help,” “tools,” or “edit” facility). Many browsers are set to accept cookies until you change your settings. If you block or do not accept cookies, the Services may not work properly and you may not be able to access all functionalities on the Services. We do not currently respond to browser do-not-track signals. To find out more about “Do Not Track,” please visit https://allaboutdnt.com/.
- We use cookies for the following reasons:
- To improve your experience when navigating our website.
- To remember some of your preferences or save some of your credentials for your next visit.
- To perform analytics and understand the pages and advertisements that you like, how you ended up on our website, and from what type of devices.
- To do re-targeting and ensure that you are presented with relevant ads about our Services.
- If you subscribe to our mailing list, we can use cookies to know if you opened your email and if so, from what device. If you click on an offer that we sent you by email, you will be redirected to our website and we will know that you visited our website through this communication. This will help us understand which promotions work better than others for you and allow us to send you more personalized offers.
- When you browse our website, different types of cookies are set on your hard disk or your device’s storage space. Cookies can be installed by us or can be installed by third parties.
- First-party cookies are those that are issued by our website domain, and they can only be set or retrieved by us. They are used for purposes specific to us, such as to personalize the website.
- Third-party cookies are usually placed on the website via scripts or tags added to a web page. Sometimes, these scripts will also bring additional functionality to the site.
- We use different categories of cookies, which we classified using the standard from the International Chamber of Commerce:
- Strictly Necessary: These cookies are essential to enable you to navigate our website and use its features.
- Performance Cookies: These cookies collect information about how visitors use a website, such as the pages that visitors go most often, and whether they get an error messages from our web pages. These cookies do not collect information that allow us to specifically identify you; it only provides aggregated information about our visitors. Most performance cookies are persistent.
- Functionality Cookies: These cookies are used to allow certain functionality. For instance, these cookies allow our website to make remember the choices you made and provide enhanced or more personalized features.
- Targeting Cookies: These cookies are used to deliver advertising more relevant to you and your interests, including by social media. They are also used to limit the number of times you see an advertisement as well as to help measure the effectiveness of a campaign. These cookies can remember that you visited a website and share this information with third parties for re-targeting purposes.
- The above-described cookies can be session cookies or persistent cookies:
- Session Cookies: These are cookies set temporarily on your device and deleted once you close your browser. They are not stored nor transmitted to third parties. We use this type of cookies to ensure you have a user-friendly experience.
- Persistent Cookies: These cookies remain active on your device for some time, which may vary from a few days to two years after your visit on our website.
- Pixel tags and other similar technologies.
- Pixel tags. Pixel tags (also known as web beacons and clear GIFs) may be used to, among other things, track the actions of users of the Services (including email recipients), measure the success of our marketing campaigns, and compile statistics about usage of the Services and response rates.
- Analytics. We use Google Analytics, which uses cookies and similar technologies to collect and analyze information about use of the Services and report on activities and trends. This service may also collect information regarding the use of other websites, apps and online resources. You can learn about Google’s practices by going to www.google.com/policies/privacy/partners/, and exercise the opt-out provided by Google by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
This Policy does not address, and we are not responsible for, the security or privacy practices of non-Ocrolus sites, the products or services offered by such sites, or the content appearing at such sites. Likewise, the inclusion of a link on the Services does not imply endorsement of any of the products or services marketed at non-Ocrolus sites.
The Services are not directed to individuals under the age of 18 are not permitted to use the Services. In any event, we do not knowingly collect Personal Information from individuals under 16 years of age.
The “Last Updated” legend at the top of this Policy indicates when this Policy was last revised. We will periodically review and update this policy if there are any substantive changes to our data collection and processing practices. Any changes will become effective when we posted the revised Policy on the Services.
Ocrolus Inc., located at 101 Greenwich St 23rd Floor, New York, NY 10006, is the company responsible for collection, use, and disclosure of your Personal Information under this Privacy Policy. If you have any questions about this Privacy Policy, please contact us at privacy@ocrolus.com or:
Ocrolus Inc.
101 Greenwich St, Floor 23
New York, NY 10006
Tel: (646) 850-9090
Because email communications are not always secure, please do not include credit card or other sensitive information in your emails to us.
You may also:
- Lodge a complaint with an EU/EEA data protection authority for the country or region where you have your habitual residence or place of work or where an alleged infringement of applicable data protection law occurs. For contact details of your local Data Protection Authority in the EEA, please see: https://ec.europa.eu/justice/data-protection/article-29/structure/data-protection-authorities/index_en.htm.
Pursuant to the California Consumer Privacy Act of 2018 (CCPA), we are providing the following additional details regarding the categories of Personal Information that we collect, use, and disclose about California residents. This section supplements the information provided in this Privacy Policy and applies only to California residents. If you have questions about your California privacy rights or the information provided in this section, please contact us at privacy@ocrolus.com.
Collection and Disclosure of Personal Information
While the information we may collect from you depends on your relationship and interactions with Ocrolus, the chart below is a summary of: (1) the categories of Personal Information, as listed in the CCPA, that we plan to collect and have collected and disclosed within the preceding 12 months; and (2) the categories of third parties to which we disclosed Personal Information for our operational business purposes within the preceding 12 months.
| Categories of Personal Information | Disclosed to Which Categories of Third Parties for Operational |
|---|---|
Identifiers, such as name, alias, contact information, unique personal identifiers, IP address that can reasonably be linked or associated with a particular consumer or household, online identifiers, and government-issued identifiers (e.g., driver’s license) | affiliates; service providers; business partners; marketing partners; contest sponsors; legal authorities |
Personal information as defined in the California customer records law, such as name, contact information, signature; financial account number; insurance policy number; medical, insurance, financial, education and employment information; physical characteristics or description | affiliates; service providers; business partners; marketing partners; contest sponsors; legal authorities |
Protected Class Information, such as characteristics of protected classifications under California or federal law, such as sex, age, gender, race, and marital status | affiliates; service providers |
Commercial Information, such as transaction information and purchase history, including purchases considered | affiliates; service providers; business partners; marketing partners; contest sponsors |
Internet or network activity information, such as browsing history, search history and interactions with our online properties or ads | affiliates; service providers |
Geolocation Data, such as device location and approximate location derived from IP address | affiliates; service providers; contest sponsors |
Audio/Video Data. Audio, electronic, visual, and similar information, such as call and video recordings | affiliates; service providers |
Education Information subject to the federal Family Educational Rights and Privacy Act such as student transcripts, grade point average, grades, and disciplinary records | affiliates; service providers |
Employment Information. Professional or employment-related information, such as work history and prior employer | affiliates; service providers |
Inferences drawn from any of the Personal Information listed above to create a profile or summary about, for example, an individual’s preferences and characteristics | affiliates; service providers |
Under the CCPA, if a business sells Personal Information, it must allow California residents to opt out of the sale of their Personal Information. However, we do not “sell” and have not “sold” Personal Information in the past 12 months. For example, and without limiting the foregoing, we do not “sell” the Personal Information of minors under 16 years of age.
If you are a California consumer, you may make the following requests:
(1) “Request to Know”
You may request that we disclose to you the following information covering the 12 months preceding your request:
- The categories of Personal Information we have collected about you, and the categories of sources from which we collected such Personal Information;
- Specific pieces of Personal Information we collected about you;
- The business or commercial purpose for collecting Personal Information about you; and
- The categories of Personal Information about you that we otherwise shared or disclosed, and the categories of third parties with whom we shared or to whom we disclosed such Personal Information (if applicable).
(2) “Request to Delete”
You may request that we delete Personal Information we collected from you.
To make a Request to Know or a Request to Delete, please contact us at privacy@ocrolus.com or in accordance with the Contact Information section above. We will verify and respond to your request consistent with applicable law, taking into account the type and sensitivity of the Personal Information subject to the request. We may need to request additional Personal Information from you, such as your full name, geographical location, and email address, in order to verify your identity and protect against fraudulent requests. If you maintain a password-protected account with us, we may verify your identity through our existing authentication practices for your account and require you to re-authenticate yourself before disclosing or deleting your Personal Information. You may make a request on behalf of a child who is under 13 years old if you are the child’s parent or legal guardian. If you make a Request to Delete, we may ask you to confirm your request before we delete your Personal Information.
If you want to make a Request to Know or a Request to Delete as an authorized agent on behalf of a California resident, you may use the submission methods noted above. As part of our verification process, we may require that you provide, as applicable, proof concerning your status as an authorized agent, which may include:
- Proof of your registration with the California Secretary of State to conduct business in California;
- Proof of a power of attorney from the resident pursuant to Probate Code sections 4121-4130.
If you are an authorized agent and have not provided us with a power of attorney from the resident pursuant to Probate Code sections 4121-4130, we may also require the resident to:
- Verify the residents own identity directly with us; or
- Directly confirm with us that the resident provided you permission to make the request.
Right to Non-Discrimination
You have the right to be free from discriminatory treatment for exercising your rights under the CCPA.
We do not sell Personal Information as defined under Nevada law. If you are a Nevada resident and have questions, please contact us according to the Contact Information section above.
Effective June 1st 2021 to October 6th 2022
DownloadTable of Contents
This Privacy Policy (“Policy”) explains how we collect, use, disclose, and secure, and otherwise process information we obtain when you use our website (www.ocrolus.com), web application (app.ocrolus.com), application programming interface (“API”), or Internet service under the control of Ocrolus, whether partial or otherwise, in connection with providing an online platform for Ocrolus’ products or services (collectively, the “Site”) or when you otherwise interact with us, online or offline, including through email, text and other messages. The terms “Ocrolus,” “we,” and “us” include Ocrolus, Inc. and our affiliates and subsidiaries.
This Policy is incorporated by reference into our Terms of Use located at https://www.ocrolus.com/terms-of-use/. Any capitalized terms used and not defined in this Policy have the meaning given to them in the Terms of Use. By using the Site or Services (as defined below), you confirm that you have accepted and consented to the practices described in this Policy and any updates we make to it, and that you have read and agreed to our Terms of Use. If you do not agree with this Policy, you should not use the Site or Services. Where required under applicable law, we will separately seek appropriate consent to the collection, use, and disclosure of certain types of Personal Information.
This Policy applies to data collected both offline and through any use of the Site. It does not apply to information collected by third party websites, applications, or content that may link to or be accessible from our Site.
“Personal Information” means information that alone or when in combination with other information may identify, relate to, describe, be reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, such as name, address, email address, financial account number, social security number, IP address, or phone number.
Personal Information does not include information that has been anonymized or de-identified so that it does not identify a specific individual, which we may use for any legal purpose.
Jump to section:
1. THE SITE AND SERVICES
2. INFORMATION WE COLLECT
3. HOW OCROLUS USES INFORMATION
4. INFORMATION SHARING AND ONWARD TRANSFER
5. INFORMATION SECURITY
6. DATA RETENTION
7. TRANSFER OF INFORMATION TO THE U.S. AND OTHER COUNTRIES
8. YOUR CHOICES AS A USER
9. COOKIE POLICY
10. THIRD-PARTY LINKS
11. CHILDREN’S PRIVACY
12. CHANGES TO THIS POLICY
13. CONTACT INFORMATION
14. ADDITIONAL INFORMATION FOR EUROPEAN ECONOMIC AREA AND CANADIAN USERS
15. CALIFORNIA PRIVACY NOTICE AND RIGHTS
16. NEVADA PRIVACY RIGHTS
2. INFORMATION WE COLLECT
3. HOW OCROLUS USES INFORMATION
4. INFORMATION SHARING AND ONWARD TRANSFER
5. INFORMATION SECURITY
6. DATA RETENTION
7. TRANSFER OF INFORMATION TO THE U.S. AND OTHER COUNTRIES
8. YOUR CHOICES AS A USER
9. COOKIE POLICY
10. THIRD-PARTY LINKS
11. CHILDREN’S PRIVACY
12. CHANGES TO THIS POLICY
13. CONTACT INFORMATION
14. ADDITIONAL INFORMATION FOR EUROPEAN ECONOMIC AREA AND CANADIAN USERS
15. CALIFORNIA PRIVACY NOTICE AND RIGHTS
16. NEVADA PRIVACY RIGHTS
THE SITE AND SERVICES
Ocrolus operates the Site that provides tools for aggregating, parsing, and displaying data, including personal or financial data users collect from third parties in an efficient and easily reviewable format for users to validate (the “Services”).
The purpose of the Services is to review financial account data (including, but not limited to: account numbers and account holder information, account transactions, account statements, account position and balance information) and information such as paystubs, W-2s, T4s and other tax-related forms, IDs, and invoices (together, “Records”) from a variety of users, groups, advisors, clients, and other parties, retrieved from third party financial institutions, such as brokerages and banks, and parsed and summarized in a way that is searchable, verifiable and provides benefits to users.
Records may include Personal Information from you, your customers, employees, or other individuals; namely, along with directions from you on how to process such Records, we may receive from you Personal Information in the following documents: bank statements, credit card statements, paystubs, W-2s, IDs and invoices. To the extent Ocrolus processes data from you in the role of a processor on your behalf, you will be responsible for obtaining the necessary permissions and authorizations for and maintaining the privacy and security of such data (including Records and Personal Information) you share with Ocrolus. Ocrolus employs security safeguards to protect all information it processes, which is discussed in further detail below; however in relation to the collection and transmission of any personal information to Ocrolus and choosing to use the Services for processing, you are responsible for complying with all applicable privacy-related requirements and laws for such data, including the Gramm-Leach-Bliley Act (“GLBA”) and Personal Information Protection and Electronic Documents Act (“PIPEDA”, Canada) if and to the extent applicable. You should not share with or disclose to us Personal Information and Records that are not needed for the processing activities we will perform on your behalf and pursuant to your directions. The Records you disclose to us for processing will be processed pursuant to the agreement between you and Ocrolus.
Our Services may require registering as a user on our system; other Services may involve certain fees or require separate agreements between you and Ocrolus. Please reference our Terms of Use for more information on your rights as a user.
- INFORMATION WE COLLECT
We collect and store Personal Information directly from you when you submit or disclose it to us through the Site, by phone, by email, or by other means.
Categories of Personal Information that we collect about you from your own submissions/disclosures may include the following:
- Information about yourself, such as your name, company name (including type of organization), and contact information (email or physical address and phone number).
- Information like username and password, which you may need to provide when you register. You must register to use our Services.
- Records will not be disclosed, except as required and permitted by law or under a separate agreement between you and Ocrolus.
- Information you share with us in connection with contests and promotions.
When you visit our Site or open our emails, we and our third-party partners, such as advertising networks, social media widgets (for example, LinkedIn, YouTube, Twitter, and Facebook), and analytics providers such as Google Analytics, collect certain information by automated means, such as cookies, web beacons and web server logs. Google Analytics collects information such as geographical locations (countries) and language. These service providers help us analyze how users use the Site. The information collected in this automated manner includes Internet Protocol (“IP”) address, browser characteristics, device types, operating system version, language preferences, referring URLs, and information about the usage of our Site. The information collected for this purpose will be disclosed to or collected directly by these service providers. Please see our Cookie Policy below in Section 9 to review detailed information about our use of cookies and similar technology. To learn more about controlling the information collected by Google Analytics, click here.
Through automated means when you access the Site, we may collect the following:
- Your usage information about how you use the Site, including your access times, geographical location, and browser types.
- Device-specific information, including your hardware model, operating system and version, unique device identifiers, mobile network information, and information about the device’s interaction with our Site.
If you apply to a job through our Site, you may submit Personal Information such as your full name, contact information, work experience, links to your social media accounts (optional), resume, and any other documents or information that you choose to upload and submit. As part of the recruitment process, except to the extent limited at law, we may consider information from these sources.
In our role as a processor on your behalf, we may also collect information such as Records from third parties at your request as part of those agreements or contracts, including but not limited to third-party verification sites, credit bureaus, mailing list providers, and publicly available sources. This information may include additional Personal Information.
- HOW OCROLUS USES INFORMATION
Ocrolus uses and maintains the Personal Information described in the above categories for internal and Services-related purposes, and to help improve our Services in the future. Ocrolus processes information you provide us for various purposes, including displaying the information to you, delivering related content, performing analysis on Records and other purposes relating to Ocrolus’ Services or under the terms of a separate agreement between you and Ocrolus.
The Records we receive from you in our role as a processor will be processed pursuant to the applicable agreement between you and Ocrolus. If you share Personal Information to Ocrolus within Records to the extent Ocrolus processes such data on your behalf, you are responsible for ensuring it is shared in accordance with applicable law. Ocrolus does not have control over, and shall not be responsible for, how Personal Information contained in Records is used or shared prior to it being provided to Ocrolus for the Services or by you after the Services are delivered.
We may send you information related to your account or our Services. We may send emails to the email address you provide to us, push notifications to your mobile device if you have downloaded our app and enabled notifications, and text messages to any cellphone number you provided to us, to verify your account and for informational and operational purposes, such as account management, customer service, system maintenance, and other Site-related purposes. If you decide at any time that you no longer wish to receive such communications from us, please follow the “unsubscribe” instructions provided in the communications.
We may also use the Personal Information described above (i) to track and analyze trends and usage in connection with our Site; (ii) to process and deliver contest and promotion entries and rewards; (iii) to protect our rights or property; (iv) to compare information for accuracy; (v) to verify your identity as noted above; (vi) to investigate and prevent fraud or other illegal activities; and (vii) for any other purpose disclosed to you in connection with our Site.
Additionally, we use Personal Information:
- To provide you with information or Services that you request from us.
- To fulfill any other purpose for which you provide it.
- To provide you with notices about your account/subscription, including expiration and renewal notices.
- To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
- To comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities.
- To notify you about changes to our Site.
- In any other way we may describe when you provide the information.
- For any other purpose with your consent.
- For compliance, fraud prevention, and safety.
We may also use usage information, for example, to determine how many users have visited certain pages or opened messages or newsletters. We may link this data to your profile. Our third-party partners, such as advertising networks, social media widgets, and analytics providers like Google Analytics also may collect and combine information collected on our Site and emails with other information about your online activities over time, on other devices, and on other websites or apps, if those websites and apps also use the same partners. Targeting and personalization platforms may link to our Google Analytics account to collect and store IP addresses to track ad-clicking activity.
We may use Personal Information for marketing purposes, such as providing online advertising on the Site and sending you information we think may be useful or relevant to you. We use various marketing and targeting platforms to maintain Personal Information (contact information) for such marketing purposes, including email marketing, or to target advertising.
We may use third-party service providers to process and store Personal Information (including Personal Information in Records) in the United States and other countries. Please see Section 7 for further information in this regard.
- INFORMATION SHARING AND ONWARD TRANSFER
We may share the categories of Personal Information described above (including Personal Information in Records) to assist us in various business functions. However, we do not sell (as defined under the CCPA) Personal Information that we collect on the Site with other people or unaffiliated companies for their own marketing purposes (see here for more information).
We may share the Personal Information described above with the following service providers and third parties:
- To our subsidiaries and affiliates in order to provide the Services.
- To our marketing partners in order to send you promotional communications on our behalf.
- To promotional vendors we use to administer contests and promotions.
- To IT service providers, such as our data hosting provider.
- To other contractors, service providers and other third parties we use to support our business and who are bound by contractual obligations to keep Personal Information confidential and use it only for the purposes for which we disclose it to them.
- To a buyer or other successor in the event of a proposed or completed merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of Ocrolus’ assets, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding, in which Personal Information held by Ocrolus about our users is among the assets transferred.
We may also share Personal Information as follows:
- To comply with any court order, law or legal process, including to respond to any government or regulatory request.
- To enforce or apply our Terms of Use, and other agreements, including for billing and collection purposes.
- If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Ocrolus, our customers or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
- To fulfill the purpose for which you provide it.
- With your consent or direction, or as otherwise permitted or required by law.
Our Site includes links/widgets to third parties, including social media. If you click on these links, you are leaving our website, and the collection, use, and disclosure of your Personal Information will be subject to these third parties’ privacy practices, terms, and policies.
We may share non-personally identifiable information (anonymized, aggregated, or otherwise) with third parties for any reason.
- INFORMATION SECURITY
We take reasonable measures to safeguard the security of Personal Information (including Personal Information in Records) with industry-standard physical, electronic, and managerial procedures. The safety and security of Personal Information also depends on you. Where we have given you (or where you have chosen) a password for access to certain parts of our Site, you are responsible for keeping this password confidential. We ask you not to share your password with anyone.
We restrict access to Personal Information to certain employees who require that information in order to maintain and operate Ocrolus’ systems and to provide the Services.
Where you have given Personal Information in Records to us so that we can process it on your behalf as part of providing Services, you are responsible for ensuring the privacy and security of that Personal Information and obtaining the necessary authorizations and consent or otherwise having the appropriate legal authority for it to be shared with us for the Services.
Transmission of information via the Internet is not secure with absolute certainty. Although we do our best to protect Personal Information and provide transmission security in line with commercially-approved methods, we cannot guarantee the security of Personal Information transmitted to or through our Site from theft, loss, alteration, misuse, or unauthorized access. We do not make any representation as to the reasonableness, efficacy, or appropriateness of the measures we use to safeguard your Personal Information. Any transmission of Personal Information is at your own risk. We are not responsible for any attempt to circumvent or any circumvention of privacy settings or security measures contained on or within the Site. If you have questions about our security measures in place, please contact us at privacy@ocrolus.com.
- DATA RETENTION
We store the Personal Information we collect for as long as is necessary for the purpose(s) for which we originally collected it. We may retain certain information for legitimate business purposes, as required by our legal obligations, or as necessary to resolve disputes, defend our legal rights, and enforce our agreements.
- TRANSFER OF INFORMATION TO THE U.S. AND OTHER COUNTRIES
Ocrolus is headquartered in the United States and we process and store information in the U.S. and other countries. As such, we and our service providers may transfer information (including Personal Information) to, or store or access it in, jurisdictions that may not provide equivalent levels of data protection as your home jurisdiction. We will take steps to ensure that your Personal Information and the Personal Information in Records receives an adequate level of protection in the jurisdictions in which we process it. If you are using the Site or Services, you agree to the transfer of your Personal Information and the Personal Information in the Records you provide to us to the United States and processing globally. By providing your Personal Information and the Personal Information in Records for processing, you consent to any transfer and processing in accordance with this Policy. If there are any questions about where the information is being transferred or the service providers we work with, please contact us at the contact information set out in Section 13.
- YOUR CHOICES AS A USER
Access, update, correct, or delete your information:
Upon request, we will provide you with information about whether we hold, or process on behalf of a third party, any of your Personal Information. If your Personal Information changes, or if you no longer desire our Services, you may correct, update, or delete it by emailing us at privacy@ocrolus.com or the contact information listed below in Section 13. We will need to verify your identity before processing most requests, which may require us to obtain additional Personal Information from you. We will only use the information received in a request for the purposes of responding to the request.
You may delete your Ocrolus account under the terms of an applicable agreement between you and Ocrolus. We will endeavor to act on deletion requests as soon as reasonably practicable. Deletions take effect when we act on them, and we will delete your Ocrolus account according to the technical mechanisms available to us. However, residual information related to your account may remain for some time on our servers due to technical limitations. Some areas of the Site and some of the Services will not be available to you unless you choose to share certain Personal Information and Records.
As described above, we will endeavor to act on these requests as soon as reasonably practicable, and residual information may remain on our servers due to technical limitations. However, we may deny your deletion request if retaining the information is necessary for us, in accordance with applicable laws or our contractual commitments.
Marketing communications:
You may opt out of marketing-related emails by clicking on a link at the bottom of each such email, or by contacting us at privacy@ocrolus.com. You may continue to receive service-related and other non-marketing emails.
Testimonials:
If you gave us consent to post a testimonial on our Site, but wish to update or delete it, please contact us at privacy@ocrolus.com.
Choosing not to share your Personal Information:
Where we are required by law to collect your Personal Information, or where we need your Personal Information in order to provide a requested service to you or operate the Site, if you do not provide this information when requested (or you later ask to delete it), we may not be able to provide you with the requested services or operate the Site. We will tell you what information you must provide to receive a requested service or interact with the Site by designating it as required on the Site or through other appropriate means.
- COOKIE POLICY
We may collect information using “cookies.” Cookies are alphanumeric identifiers or small data text files that are sent from a server during a browsing session. It is a small piece of information that is placed on your computer when you visit certain websites. Our reference to “cookies” includes other technologies with similar purposes, such as tags and identifiers. Find out more about the use of cookies on http://www.cookiecentral.com/.
We use cookies for the following reasons:
- To improve your experience when navigating our website.
- To remember some of your preferences or save some of your credentials for your next visit.
- To perform analytics and understand the pages and advertisements that you like, how you ended up on our website, and from what type of devices.
- To do re-targeting and ensure that you are presented with relevant ads about our Services.
- If you subscribe to our mailing list, we can use cookies to know if you opened your email and if so, from what device. If you click on an offer that we sent you by email, you will be redirected to our website and we will know that you visited our website through this communication. This will help us understand which promotions work better than others for you and allow us to send you more personalized offers.
When you browse our website, different types of cookies are set on your hard disk or your device’s storage space. Cookies can be installed by us or can be installed by third parties.
- First-party cookies are those that are issued by our website domain, and they can only be set or retrieved by us. They are used for purposes specific to us, such as to personalize the website.
- Third-party cookies are usually placed on the website via scripts or tags added to a web page. Sometimes, these scripts will also bring additional functionality to the site.
We use different categories of cookies, which we classified using the standard from the International Chamber of Commerce:
- Strictly Necessary: These cookies are essential to enable you to navigate our website and use its features.
- Performance Cookies: These cookies collect information about how visitors use a website, such as the pages that visitors go most often, and whether they get an error messages from our web pages. These cookies do not collect information that allow us to specifically identify you; it only provides aggregated information about our visitors. Most performance cookies are persistent.
- Functionality Cookies: These cookies are used to allow certain functionality. For instance, these cookies allow our website to make remember the choices you made and provide enhanced or more personalized features.
- Targeting Cookies: These cookies are used to deliver advertising more relevant to you and your interests, including by social media. They are also used to limit the number of times you see an advertisement as well as to help measure the effectiveness of a campaign. These cookies can remember that you visited a website and share this information with third parties for re-targeting purposes.
The above-described cookies can be session cookies or persistent cookies:
- Session Cookies: These are cookies set temporarily on your device and deleted once you close your browser. They are not stored nor transmitted to third parties. We use this type of cookies to ensure you have a user-friendly experience.
- Persistent Cookies: These cookies remain active on your device for some time, which may vary from a few days to two years after your visit on our website.
Our third-party partners, such as advertising networks, social media widgets, and analytics providers (Google Analytics), collect certain information by automated means, such as cookies.
By using the Site, you consent to the placement of cookies, beacons, and other similar technology in your browser and on emails in accordance with this Policy.
You can typically use your browser settings to block and delete cookies when you access the Site through a web browser. Depending on the browser that you are using, different instructions and adjustments are applicable (usually located within the “settings,” “help,” “tools,” or “edit” facility). Many browsers are set to accept cookies until you change your settings. If you block or do not accept cookies, the Site may not work properly and you may not be able to access all functionalities on the Site. The Site does not currently respond to browser do-not-track signals. To find out more about “Do Not Track,” please visit https://allaboutdnt.com/.
- THIRD-PARTY LINKS
The Site may contain links to other sites, some of which are not owned by Ocrolus. Ocrolus is not responsible for the security or privacy practices of non-Ocrolus sites, the products or services offered by such sites, or the content appearing at such sites. Likewise, Ocrolus does not endorse any of the products or services marketed at non-Ocrolus sites. Ocrolus prohibits the framing of any materials available through the Site and unauthorized hypertext links to the Site. Ocrolus reserves the right to disconnect or otherwise disable any unauthorized frames or hypertext links.
- CHILDREN’S PRIVACY
Users under the age of 18 are not permitted to use the Services. In any event, we do not knowingly collect, maintain, store, or use Personal Information from children under 13 years of age, and no part of the Site is directed to children under the age of 13 years. We also do not sell Personal Information, as previously described within this Policy. As such, we do not knowingly sell Personal Information of minors under 16 years of age without affirmative authorization.
If a parent or guardian becomes aware that their child has provided us with Personal Information without their consent, they may alert us using the contact information in Section 13. If we learn that we have collected any Personal Information from children under 13 years old without parental consent, we will promptly take steps to delete such information from our files as reasonably practicable.
- CHANGES TO THIS POLICY
We are required to review and update, and will review and update, this policy at least annually or if there are any substantive changes to our data collection and processing practices. The revised version will be effective when it is posted to our Site, and the date when the most recent revisions will appear above. We reserve the right to change this Policy at any time at our sole discretion. If we make any material changes, we will let you know through the Site or other communication that we believe will be reasonable likely to reach you. We encourage you to read this Policy periodically to stay up-to-date about our privacy practices. If you do not agree to any changes made to this Policy, you should end your use of the Site or Services.
- CONTACT INFORMATION
If you have questions or comments about this Policy, please contact us at:
Ocrolus Inc.
101 Greenwich St, Floor 23
101 Greenwich St, Floor 23
- ADDITIONAL INFORMATION FOR EUROPEAN ECONOMIC AREA AND CANADIAN USERS
If you are located in the European Economic Area (“EEA”) or Canada, you have certain rights and protections under the law regarding the processing of your Personal Information under the General Data Protection Regulation (“GDPR”) and Canadian privacy laws, as applicable (“Canadian Privacy Laws”).
As noted above, we may process Records concerning your customers that we receive from you in the role of a processor on your behalf. Such Records may include Personal Information from your customers located in the EEA and/or Canada. In those instances, we will process those Records and assist you with the fulfillment of your obligations under the GDPR and/or the Canadian Privacy Laws, as applicable, pursuant to the applicable contract between you and Ocrolus.
Legal Basis for Processing
If you are located in the EEA or Canada, when we process your Personal Information we will only do so in the following situations:
- We need to use your Personal Information to perform our responsibilities under our contract with you (e.g., providing the Services you have requested).
- We have a legitimate interest in processing your Personal Information. For example, we may process your Personal Information to send you marketing communications (unless you opt-out), to communicate with you about changes to our services, and to provide, secure, and improve our Services.
- You have given your consent to the processing of your Personal Information for one or more specific purposes.
Data Subject Requests
If you are located in the EEA or Canada, you have the right to access Personal Information we hold about you and to ask that your Personal Information be corrected, erased, or transferred. You may also have the right to object to, or request that we restrict, certain processing. If you would like to exercise any of these rights, you may contact us at privacy@ocrolus.com.
If you are located in Canada, the following rights also apply: You have the right to know what Personal Information we have about you and to request additional information about whether and how we have collected, used, disclosed, and sold Personal Information about you. In addition, if you do not wish for us to use your Personal Information for purposes that are not necessary to provide the Services (e.g., marketing), then please contact us at privacy@ocrolus.com and let us know your preference.
In addition, if you are located in Canada, subject to legal and contractual requirements, you can refuse to consent to Ocrolus’ collection, use or disclosure of Personal Information, or you may withdraw your consent to Ocrolus’ further collection, use or disclosure of Personal Information at any time in the future by giving Ocrolus reasonable notice, unless: (i) the consent is otherwise required by law or (ii) the use or disclosure is permitted by law or is related to the legal or regulatory requirements described herein. You can do so by contacting us at privacy@ocrolus.com. If you refuse to consent or withdraw your consent where such consent relates to the provision of requested products or services, Ocrolus may not be able to provide you, or continue to provide you, with such products, services or information. You cannot be discriminated against for exercising your rights hereunder.
Questions or Complaints
If you are located in the EEA or Canada and have a concern about our processing of Personal Information that we are not able to resolve, you have the right to lodge a complaint with the data privacy authority where you reside. For contact details of your local Data Protection Authority in the EEA, please see: https://ec.europa.eu/justice/data-protection/article-29/structure/data-protection-authorities/index_en.htm. For individuals subject to Canadian privacy laws, please see: https://www.priv.gc.ca/en/privacy-topics/privacy-laws-in-canada/02_05_d_15/ for access to the Office of the Privacy Commissioner of Canada and links to the various provincial privacy officer counterparts.
- CALIFORNIA PRIVACY NOTICE AND RIGHTS
Under the California Consumer Privacy Act of 2018, as amended (“CCPA”), California consumers are afforded specific rights regarding their Personal Information. These rights have been described in this Privacy Policy and are further highlighted in this section. If you need to access this notice in an alternative format, please contact us at privacy@ocrolus.com.
Do Not Sell My Personal Information
We do not, and will not, sell (as defined under the CCPA) your Personal Information and have not sold your Personal Information in the past 12 months.
“Personal Information” is anything that identifies, relates to, describes, or is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular California consumer or household.
California consumers have the right to request:
- Deletion of Personal Information we have about them and for us to direct the same of any third-party service providers processing their information on our behalf.
- Additional information about whether and how we have collected, used, disclosed, and sold Personal Information about them.
- Specific pieces of Personal Information we have about them.
- Opt-out of the sale of their Personal Information, if the Personal Information is being sold by the business, and not be contacted to request the resumption of those activities for at least 12-months.
- That any information held be returned by mail or electronically, and if electronically held, be returned in a format permitting its transfer to another service.
For all other requests, contact us at privacy@ocrolus.com or the contact information listed above. Such requests will be verified as described in Section 8 (Your Choices as a User) above.
We note that certain Records provided by you for processing may be subject to the privacy rules of the GLBA. For Personal Information in the Records that is collected and disclosed pursuant to the GLBA requirements, we will consider whether such Personal Information is exempt from the requests. To the extent the Records provided by you for processing includes Personal Information from you or your customers subject to the CCPA, we will process those Records and assist you with the fulfillment of your obligations under the CCPA pursuant to the applicable contract between you and Ocrolus.
California consumers also have the right not to receive discriminatory treatment if they exercise the rights listed above. You cannot be charged a fee for these requests, penalized in any way, denied benefits, products, or services or charged differently for benefits, products, or services for doing so.
California law permits California consumers to use an authorized agent to make privacy rights requests. We require the authorized agent to provide us with proof of the California consumer’s written permission (for example, a power of attorney) that shows the authorized agent has the authority to submit a request for the California consumer.
- NEVADA PRIVACY RIGHTS
Nevada residents have the right to submit a verified request directing us not to sell their Personal Information. As noted above, we do not sell Personal Information. If you are a Nevada resident and have questions, please contact us at privacy@ocrolus.com or the contact information listed above.
List of Ocrolus Sub-Processors
Effective June 6th 2023
DownloadTable of Contents
Ocrolus uses the following third-party entities as sub-processors for the activities listed below:
| Sub-Processor | Activity | Location |
| Amazon Web Services | Cloud infrastructure for hosting of the Ocrolus platform and data storage and processing | United States |
| Google Cloud Platform | Cloud infrastructure for data processing | United States |
| Snowflake | Data storage | United States |
| OpenAI | Text embeddings using neural network models for the improvement of the Ocrolus document processing results and data analysis efforts | United States |
Ocrolus uses the following wholly-owned subsidiary entity as a sub-processor for the activities listed below:
| Sub-Processor | Activity | Location |
| Ocrolus East Private Limited | Human-in-the-loop (HITL) for data processing and operational and technical support | India |
Effective March 22nd 2023 to June 6th 2023
DownloadTable of Contents
Ocrolus uses the following third-party entities as sub-processors for the activities listed below:
| Sub-Processor | Activity | Location |
| Amazon Web Services | Cloud infrastructure for hosting of the Ocrolus platform and data storage and processing | United States |
| Google Cloud Platform | Cloud infrastructure for data processing | United States |
| Snowflake | Data storage | United States |
Ocrolus uses the following wholly-owned subsidiary entity as a sub-processor for the activities listed below:
| Sub-Processor | Activity | Location |
| Ocrolus East Private Limited | Human-in-the-loop (HITL) for data processing and operational and technical support | India |
Master Service Agreement
Effective May 1st 2024
DownloadSummary of changes
Updates to our Service Level Agreement in Schedule 1: (1) Section 2(b): we clarified that Turnaround Time is calculated on a monthly basis, (2) Section 3(d): we clarified that Service Credits are applied to the number of Records that fail to meet the SLA, (3) Section 4(f): we added an SLA exclusion for delays that are caused by single file uploads that contain more than 200 individual pages.
Table of Contents
This Master Service Agreement (this “Agreement”) is made between Ocrolus Inc. (“Ocrolus”) and the party accepting this Agreement (“Client,” each being a “Party”). Ocrolus provides tools for parsing, searching, analyzing, and summarizing data (the “Services”), reducing the need for manual review. Client is engaging Ocrolus to review documents provided by its applicants and customers who in each case are businesses or individuals resident in the United States of America (each a “Record” and collectively, “Records”). Capitalized terms not defined in the body of this Agreement have the meaning ascribed in Schedule 2.
This Agreement provides the framework for provision of the Services. If you are an existing Ocrolus customer and you have a negotiated master services agreement and/or order form in place for the provision of the Services (“Existing Agreement”), the terms of the Existing Agreement shall apply unless otherwise agreed by the Parties.
THIS AGREEMENT TAKES EFFECT WHEN CLIENT CLICKS A BOX INDICATING ACCEPTANCE OR SIGNS AN ORDER FORM WITH A HYPERLINK OR REFERENCE TO THIS AGREEMENT (THE “EFFECTIVE DATE”). IF CLIENT REGISTERS FOR A FREE TRIAL OF THE SERVICES ON THE OCROLUS SITE THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT CLIENT: (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS. CLIENT MAY NOT ACCESS OR USE THE SERVICES IF IT DOES NOT AGREE TO THESE TERMS.
SECTION 1 SERVICES
1.1 Services, Reports, and Order Forms.
1.1.1 The Parties expect the Services to include (a) Ocrolus processing the Records transferred by Client, and (b) Ocrolus producing one or more agreed-upon reports (each, a “Report”).
1.1.2 If Client enters into an Order Form with Ocrolus and the terms and conditions of the Order Form conflict with this Agreement, the Order Form will control.
1.2 Client Service. Ocrolus shall provide customer service to Client from 9:00 a.m. to 6:00 p.m. Eastern Standard Time, Monday through Friday, excluding U.S. federal holidays.
1.3 Access to Services and Restrictions.
1.3.1 Subject to and conditioned on Client’s compliance with all terms and conditions set forth in this Agreement, Ocrolus grants Client a limited, revocable, non-exclusive, worldwide, royalty-free (other than fees payable under this Agreement), non-transferable, non-sublicensable license to access and use the Services solely for Client’s own internal business purposes.
1.3.2 Except as expressly authorized by this Agreement, Client agrees not to, and not to allow any end user under its employ to, (a) grant any third party not under the control of Client access to or permission to use the Services, (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive any trade secrets embodied in the Services, (c) use the Services to violate any Applicable Law, (d) copy, modify, or create derivative works of the Services, in whole or in part, (e) remove any proprietary notices from the Services, (f) white label or resell the Services in any of Client’s own offerings, applications, or websites, or (g) attempt to cloak or conceal Client’s identity when requesting authorization to use the Services.
1.3.3 Client will comply with all terms and conditions of this Agreement, all Applicable Law, rules, and regulations, and all guidelines, standards, and requirements that may be communicated to Client. In addition, Client will not use the Services in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in items or software used for any illegal activities.
1.3.4 If Client registers for a free trial of the Services, Ocrolus will make one or more Services available to Client on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Client registered to use the applicable Services, or (b) the Subscription Start Date of any purchased Services ordered by Client. Additional trial terms and conditions may appear on the trial registration web page and are incorporated herein by reference.
1.3.5 Except for the limited right and licenses granted herein, Ocrolus retains all right, title, and interest (including all intellectual property and proprietary rights) in and to the Services, all copies, modifications, and derivative works thereof (including all intellectual property and proprietary rights involved in the development of additional Services).
1.4 Use of Records; Anonymized Information.
1.4.1 “Anonymized Information” means information based on or derived from Records or other materials provided by Client to Ocrolus that:
(a) combines information about multiple individuals; and
(b) does not specifically identify any individual; or
(c) has been transformed to the point where it cannot be used to identify any individual.
1.4.2 Client agrees that Ocrolus will own all rights, title, and interest, including intellectual property rights, in and to Anonymized Information based on or derived from its Records. Client also agrees that Ocrolus may continue to use that Anonymized Information indefinitely.
1.4.3 Client grants Ocrolus a limited, non-exclusive, royalty-free license to use all of the materials and Records it provides pursuant to this Agreement, which license will enable Ocrolus to discharge its obligations under this Agreement.
1.4.4 Client agrees to obtain all rights, permissions, and authorizations, if any, from third parties required to provide the Records to Ocrolus.
1.4.5 [RESERVED].
1.4.6 Notwithstanding the foregoing, Ocrolus may use Anonymized Information to monitor the effectiveness of its Services and for improvement and development of additional Services.
1.4.7 This Section 1.4 will survive this Agreement.
1.5 Ownership of Reports.
1.5.1 Ocrolus agrees that after Ocrolus provides a Report to Client, the Report will be owned only by Client, which may use it in any lawful way.
1.5.2 Client promises not to broker, sell, license, distribute, or re-distribute any Report to third parties without Ocrolus’ prior written consent. This Section 1.5.2 will survive this Agreement.
1.6 Fees; Billing.
1.6.1 Billing Terms for All Accounts.
(a) Ocrolus will invoice Client for Services, the cost of Implementation of Client's Services (if applicable), and any other initial fees as outlined in the applicable Order Form. Such invoice shall be due and payable as outlined in the Order Form. If Client does not have an Order Form and utilizes Services through the Ocrolus Site via its self-service portal, Ocrolus will invoice Client monthly in arrears for any amounts due for Services according to each type of Record processed and Client must pay the amount in the invoice in U.S. dollars within 7 calendar days after receipt of the invoice. Unless otherwise agreed in the applicable Order Form, Savings Plan amounts cannot be carried over from the Initial Term to a Renewal Term (or any Renewal Term into a subsequent Renewal Term), and any amounts paid for unused Savings Plan amounts for an Initial Term or Renewal Term will remain with Ocrolus.
(b) Unless otherwise agreed in the applicable Order Form, Client agrees to pay each invoice with electronic fund transfer through the Automated Clearing House or by Stripe. If Client signs up for Services via the Ocrolus Site, then Client is required to use Stripe for invoice payment. If Client uses Stripe, Client agrees to the Stripe terms of service (located at https://stripe.com/legal/payment-terms and https://stripe.com/legal/end-users) and privacy policy (located at https://stripe.com/privacy). As a condition of Ocrolus enabling payment processing services through Stripe, Client agrees to provide Ocrolus with accurate and complete information about Client and its business, and Client authorizes Ocrolus to share that information and transaction information related to its use of the payment processing services provided by Stripe.
(c) Ocrolus reserves the right to charge Client for any Unapproved or Rejected Documents; provided, however, that those fees will be included as a separate line item on the related invoice.
(d) Unless otherwise agreed in the applicable Order Form, after the first 12-month period from the Effective Date of this Agreement, Ocrolus may increase its standard fee rates charged to Client upon at least 60 days’ prior written notice to Client, provided that: (a) such increases shall occur no more frequently than once every 12-month period, and (b) the amount of such increase shall not exceed the lesser of 1.5 times CPI or 5%.
(e) If Client fails to make any payment when due, without limiting Ocrolus’ other rights and remedies: (1) Ocrolus may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law; (2) Client shall reimburse Ocrolus for all reasonable costs incurred by Ocrolus in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Notwithstanding the foregoing, if Client, acting in good faith, disputes the accuracy of all or part of an invoice, Client must notify Ocrolus within 10 business days of receipt of the invoice in question, including the specific item(s) in dispute and the reason for the dispute. Upon receipt of that notice by Ocrolus, Ocrolus and Client must work in a commercially reasonable and expedited manner to resolve it. Client will remain responsible for payment of any undisputed or resolved invoices in accordance with this section.
1.6.2 Suspension of Services. Ocrolus shall have the right to suspend any part of the Services if (a) Client fails to make a payment in full when due, (b) Ocrolus notifies Client, and (c) Client has failed to make that payment in full within 10 business days after receipt of such notice. If Client reasonably disputes in writing any amount due to Ocrolus, Ocrolus shall not suspend the Service until after the 31st day after it received that notice. Ocrolus shall use commercially reasonable efforts to provide written notice of any suspension of Services and provide updates regarding resumption of Services following any suspension of Services.
1.7 Service Levels. Subject to the terms and conditions of this Agreement, Ocrolus shall use commercially reasonable efforts to make the Services available in accordance with the Service Levels available on Schedule 1.
SECTION 2 TERM AND TERMINATION
2.1 Unless otherwise agreed in an applicable Order Form, this Agreement will commence on the Effective Date and will continue until this Agreement is terminated or expires as provided herein.
2.2 Unless otherwise agreed in an applicable Order Form, the initial term of this Agreement is 1 year (the "Initial Term"). This Agreement will automatically renew for consecutive terms of 1 year (each, a “Renewal Term”) unless either Party, at least 45 days prior to the expiration of the then-current Initial Term or Renewal Term (each, a “Term”), provides written notice to the other Party of its intention not to renew, in which case this Agreement (and the applicable Order Form(s), as the case may be) will expire at the end of the then-current Term.
2.3 Upon termination of this Agreement, Client shall immediately cease use of the Services and Ocrolus shall provide Client with all outstanding invoices and Reports within 30 days after the date of effective notice of termination or non-renewal. Client must make a final payment to Ocrolus for all obligations owed by Client within 30 days after the receipt of the final invoice.
2.4 If Client never reaches its Go Live Date, Ocrolus may terminate the Services on at least 10 business days’ written notice to Client. Client may reinstate Services by providing Ocrolus with written notice that it would like to continue using Ocrolus Services.
2.5 Either Party may terminate the Agreement or an agreement made pursuant to and subject to the Agreement, effective immediately upon written notice to the other Party, if the other Party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, (e) Ocrolus’ provision of Services to Client is prohibited by Applicable Law, or (f) either Party materially breaches this Agreement and such breach is not cured within 30 days from notice by the non-breaching Party.
SECTION 3 CONFIDENTIALITY
3.1 General Duty. Each Party (in such capacity, the “Recipient”) agrees to maintain the confidentiality of Confidential Information (as defined below) provided by or on behalf of the other Party (in such capacity, the “Disclosing Party”) under this Agreement. Recipient agrees to take all commercially reasonable steps to prevent disclosure or dissemination of the Disclosing Party’s Confidential Information to any person or entity other than those directors, officers, employees, agents, and contractors of Recipient who have a need to know it in order to assist Recipient in performing its obligations or exercising its rights under this Agreement, and who have been made aware of and agreed to be bound by confidentiality obligations at least as restrictive as those contained in this Agreement. In addition, the Recipient must not use the Disclosing Party’s Confidential Information, or authorize others to use the Disclosing Party’s Confidential Information, for any purpose other than in connection with performing its obligations or exercising its rights under this Agreement. As used in this Agreement, “reasonable steps” means steps that a Party takes to protect its own similarly confidential or proprietary information, which steps must in no event be less than a commercially reasonable standard of care.
3.2 Definition of Confidential Information. “Confidential Information” means the terms of this Agreement and any information in any form emanating, directly or indirectly, from Disclosing Party, concerning or relating to the Disclosing Party or the business operations of the Disclosing Party, including proprietary technology and/or business plans, in each case which has been imparted to the Recipient by the Disclosing Party. “Confidential Information” includes, without limitation, all Records, Reports, improvements, ideas, discoveries, inventions, prototypes, financial information, customer information, developments, methods, techniques, engineering, know-how, trade secrets, systems, documentation, drawings, renderings, sales and marketing plans, artwork, descriptions, component specifications, information of or relating to the project for which the Recipient has received that information, whether or not that project is susceptible to patent, copyright or any other form of protection and whether or not reduced to practice, and technical or research information and software, including that in the development stage whether developed or being developed by the Disclosing Party or third parties at the request of the Disclosing Party. To the extent reasonable, all information disclosed by the Disclosing Party must be presumed to constitute Confidential Information and will be so regarded by the Recipient. “Confidential Information” does not include any information which (a) at the time of disclosure is known by the public or thereafter becomes public knowledge through no act or omission of or on behalf of the Recipient; (b) is disclosed to Recipient by third parties having a right to do so; (c) is known to the Recipient prior to disclosure; or (d) is developed independently by the Recipient without use or reference to the Disclosing Party’s Confidential Information. Confidential Information does not include Anonymized Information. To the extent either Party maintains control or possession over any Confidential Information of the other Party, the terms of this clause will continue in full force and effect for a period of 3 years after the date of expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined by Applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.
3.3 Nothing contained in this Agreement should be read (a) to imply that Ocrolus retains, or to cause Ocrolus to in fact retain, the other Party’s Confidential Information or to act in any data storage capacity for Client, or (b) limit either Party’s right to delete, destroy or otherwise purge any Confidential Information at any time.
3.4 In the event that a Recipient is required by legal or governmental process to disclose Confidential Information, Recipient must, to the extent permitted by Applicable Law, promptly notify the Disclosing Party and reasonably cooperate (at that Disclosing Party’s sole expense) to protect the Confidential Information requested from disclosure. Recipient must report to Disclosing Party, by telephone and e-mail, any unauthorized use or disclosure of Disclosing Party’s Confidential Information promptly after Disclosing Party learns of such unauthorized use or disclosure.
3.5 Client agrees and acknowledges that Ocrolus may use Confidential Information, including the Records or Reports, for internal compliance and audit purposes to ensure performance and accuracy of Record review and may share the same with third parties engaged by Ocrolus for the purpose of conducting audits, accuracy reviews, or compliance reviews who are subject to obligations of confidentiality at least as restrictive as those contained in this Agreement. Ocrolus will be responsible for any breach of the obligations of this Section 3 (Confidentiality) by any of those third parties, or their affiliates or subsidiaries, unless that third party has an agreement directly with Client with respect to the subject matter of this Agreement. Ocrolus agrees to use industry standard methods to anonymize Confidential Information used pursuant to this sub-section.
3.6 Subprocessors.
3.6.1 Client acknowledges and agrees that employees of Ocrolus East Private Limited (“Ocrolus East”), Ocrolus’ wholly owned subsidiary located in India, verify sections of Records, some of which is Confidential Information, to the extent the Services require human review. Ocrolus acknowledges and agrees that it is responsible for and liable to Client for Ocrolus East’s compliance with the terms of this Agreement, including the acts and omissions of any Ocrolus East employee in violation of Ocrolus’ obligations under this Agreement. Ocrolus must ensure that prior to receiving Confidential Information, each Ocrolus East employee has agreed to safeguard Confidential Information in a manner substantially similar to Ocrolus’ obligations under this Agreement.
3.6.2 Unless otherwise agreed between the Parties, Client gives Ocrolus a general authorization to process and subprocess Confidential Information with internal and external sub-processors to provide the Services. In the event Ocrolus engages a new sub-processor, Ocrolus shall promptly notify Client prior to engaging such new sub-processor and shall: (a) enter into a written agreement with each sub-processor containing data protection obligations that provide at least the same level of protection for Confidential Information as those in this Agreement, to the extent applicable to the nature of the service provided by such sub-processor; and (b) remain responsible for such sub-processor’s compliance with the obligations of this Agreement and for any acts or omissions of such sub-processor that cause Ocrolus to breach any of its obligations under this Agreement. A current list of Ocrolus sub-processors can be found at https://legal.ocrolus.com/#sub-processors.
SECTION 4 INFORMATION SECURITY
4.1 Ocrolus must: (a) protect the security and confidentiality of all Records, Reports, and other Confidential Information that is processed, accessed, stored, or received by Ocrolus and (b) develop, implement, and maintain a written information security program with administrative, technical, and physical safeguards to protect Records, Reports, and other Confidential Information against any unauthorized disclosure or use and any anticipated or reasonably foreseeable threats or hazards to the security or confidentiality of the Records, Reports, and other Confidential Information.
4.2 Ocrolus' information security program must comply with all applicable federal and state laws as well as industry best practices, including as it relates to firewalls, patching, and encryption of confidential data at rest and in transit.
4.3 Client agrees that it will not provide Records to Ocrolus from any country outside of the United States without the consent of Ocrolus and the Parties entering into model standard contractual clauses (or other ad hoc clauses to validate the transfer of data).
4.3 Ocrolus agrees to develop, implement and maintain adequate policies supporting Ocrolus' information security program designed to reasonably protect, in accordance with industry standards, all Records, Reports, and other Confidential Information to which it has access, against security breaches as defined in this Agreement.
4.4 Ocrolus agrees to (a) update and keep its security program current in light of changes in relevant technology; and (b) authorize only its employees and contractors who are necessary for and directly involved in the performance of its obligations under this Agreement to have access to the Records, Reports, and other Confidential Information (whether physically or through computer system access) and solely on a “need-to-know” basis.
4.5 If at any time Ocrolus discovers or otherwise becomes aware of: (a) any unauthorized access to Records, Reports, or other Confidential Information, or (b) any unauthorized intrusion or penetration involving systems or facilities under the control of Ocrolus resulting in unauthorized disclosure of Records, Reports, or other Confidential Information (each of (a) and (b), a “Security Breach”), Ocrolus must: (i) notify Client in writing of that Security Breach as soon as commercially possible, but no later than within 48 hours of when the Security Breach was confirmed, and furnish Client with the necessary details of that Security Breach; and (ii) cooperate with Client in any effort, action, or proceeding to protect the Records, Reports, and other Confidential Information and to mitigate and/or remediate the impact of the Security Breach, as Client reasonably deems necessary or as required by Applicable Law, including breach notification laws.
4.6 In the event of any Security Breach, Ocrolus must cooperate with Client and provide information that is reasonably requested in writing by Client with respect to the actions taken in response to that Security Breach and Ocrolus' compliance with the obligations set forth in this Section 4.
SECTION 5 INDEMNIFICATION AND LIABILITY
5.1 Client agrees to defend, indemnify, and hold harmless Ocrolus, its parents and affiliates, from and against all liabilities, claims, demands or suits (including reasonable attorney's fees and costs) arising from or otherwise related to: (a) Client’s use of the Services in a manner not authorized by this Agreement; (b) any gross negligence or willful misconduct by Client in performance of this Agreement; (c) Client’s breach or alleged breach of this Agreement; or (d) any claim that the Records or Client’s Confidential Information infringe the intellectual property rights of any third party.
5.2 Ocrolus agrees to defend, indemnify, and hold harmless Client, its parents and affiliates (collectively, the “Client Indemnified Parties”) against any third-party liabilities, claims, demands or suits (including reasonable attorney's fees and costs) that arise from: (a) any gross negligence or willful misconduct by Ocrolus in performance of the Services under this Agreement; (b) Ocrolus’ breach or alleged breach of this Agreement (including any Security Breach or unauthorized disclosure of Client’s Confidential Information); or (c) any claim that the use of the Services as authorized in this Agreement infringes the intellectual property rights of any third party.
5.3 In the case of any claim by Client for indemnification under sub-section 5.2(c), Client agrees to provide Ocrolus with timely written notice of that claim, that Ocrolus will have sole control over the defense of such claim, and that Client will provide or procure reasonable cooperation from Client Indemnified Parties upon Ocrolus' request for any such assistance.
5.4 Should any Services become, or in Ocrolus’ opinion be likely to become, the subject of a claim by Client for indemnification under clause 5.2(c), Ocrolus agrees to, at its option: (a) procure for the Client Indemnified Parties the right to make continued use of the Services in accordance with this Agreement; (b) replace or modify the affected Services so that they become non-infringing but with substantially equivalent functionality and performance; or (c) if neither (a) nor (b) is reasonably available, terminate this Agreement and provide Client with a pro-rata refund of any prepaid unused fees.
5.5 Ocrolus will have no liability or indemnification obligations under this Agreement based on (a) use for a purpose or in a manner for which the Services were not designed; (b) use of any older version of Services software when use of a newer revision was made available by Ocrolus to Client; or (c) any use of the Services in breach of this Agreement.
5.6 Neither Party will be liable to the other for consequential, incidental, indirect, punitive, or special damages (including loss of profits, data, business, or goodwill), from any cause of action of any kind, including any action sounding in contract, tort, breach of warranty, or otherwise.
5.7 It is further agreed that each Party’s aggregate liability for direct damages in connection with a claim under this Agreement will not exceed the total amount paid or received by the respective Party in the 12 months preceding the date upon which that claim first accrued.
SECTION 6 REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1 Client Representations, Warranties and Covenants.
6.1.1 Client represents and warrants that it has full power, capacity, and authority to enter into this Agreement.
6.1.2 Client represents, warrants, and agrees that no person’s privacy rights are being or will be infringed, and no Applicable Law is being violated by providing Ocrolus with any of the information used for the Services.
6.1.3 Client agrees that it will comply in all material respects with Applicable Law in its use of the Services under this Agreement.
6.2 Ocrolus Representations, Warranties and Covenants.
6.2.1 Ocrolus represents and warrants that (a) it has full power, capacity, and authority to enter into this Agreement, and (b) it will comply in all material respects with Applicable Law in performing this Agreement.
6.2.2 Ocrolus agrees that during the Term it will (a) provide the Services in a professional and workmanlike manner, and (b) update and enhance the Services in the regular course of its business. In the event of a breach of this Section 6.2.2, Ocrolus’ initial and primary means to remedy that breach will be to re-perform any defective Service again before any further action may be taken under this Agreement.
6.3 Disclaimer of Warranties. Except as expressly provided in this Agreement, Ocrolus disclaims all warranties, express and implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by Ocrolus or its authorized representatives will create a warranty of any kind or in any way increase the scope of Ocrolus’ obligations in this Agreement. The Services may be used to access and transfer information over the internet. Client acknowledges and agrees that Ocrolus does not operate or control the internet and that unauthorized users may attempt to obtain access to and damage Client’s data, web sites, computers, or networks. Except with respect to breaches of this Agreement, Ocrolus will not be responsible for those activities. Client is responsible for preserving and making adequate backups of its data and any Records.
SECTION 7 GENERAL PROVISIONS
7.1 Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, arrangements or understandings, whether written or oral, with respect to that subject matter.
7.2 Binding Effect and Assignment. Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will inure to the benefit of, the successors and permitted assigns of the Parties. The Parties may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets. Nothing in this Agreement is intended to confer upon any Party, or their respective successors and assigns, any rights or obligations under or by reason of this Agreement, except as expressly provided herein.
7.3 Modifications.
7.3.1 Client acknowledges and agrees that Ocrolus has the right, in its sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. Client will be notified of modifications through notifications through the Services or direct email communication from Ocrolus. Client will be responsible for reviewing and becoming familiar with any such modifications.
7.3.2 Certain portions of the Services may, or may in the future, have different terms and conditions posted on the Ocrolus Site or may require you to agree with and accept additional terms and conditions. When Client use such Services and agree to the additional terms and conditions they will be incorporated into and form part of this Agreement. If there is a conflict between this Agreement and terms and conditions posted for a specific portion of the Services, the latter terms and conditions shall take precedence with respect to Client’s use of or access to that portion of the Services.
7.4 Waiver.
7.4.1 No provision of this Agreement may be waived except by a written document executed by the Party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given and will not constitute a continuing waiver.
7.4.2 No delay or omission by either Party in exercising any right, power, or privilege under this Agreement will impair that right, power, or privilege, nor will any single or partial exercise of any right, power, or privilege preclude any further exercise of that right or the exercise of any other right, power, or privilege.
7.5 Independent Contractor Status.
7.5.1 Ocrolus will act as an independent contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Ocrolus has no authority to act as agent for, or on behalf of, Client, or to represent or bind Client in any manner. Ocrolus will not be entitled to worker's compensation, retirement, insurance, or other benefits afforded to employees of Client. Client agrees to pay all sales tax on Services, and Ocrolus agrees to pay all tax associated with furnishing the Services, including taxes on income, receipts, and payroll and arising from Ocrolus doing business in any particular jurisdiction.
7.6 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) the word “or” has the inclusive meaning frequently identified with the phrase “and/or”; (c) the word “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation”; and (d) any reference in this Agreement to any statute, rule, regulation, or agreement (including this Agreement), include its form after having been amended, restated, revised, modified, supplemented, reenacted, or succeeded.
7.7 Notices.
7.7.1 The Parties agree that notices under this Agreement will be effective if and only if in writing addressed to the recipient Party at its address below (or any other address it later provides in writing), via email, or via overnight courier service or postal mail requiring the recipient’s or its agent’s signature. Email notices will be deemed received upon the sender’s receipt of a delivery or read receipt, or, in the absence of a notice to the contrary, after one day. Physical mail will be deemed received at the time it is signed for at the destination.
7.7.2 Any notices from Client to Ocrolus must be sent to our corporate headquarters at 101 Greenwich Street, Fl. 23, New York, NY 10006, Attention: Legal Department, with a copy to: legal@ocrolus.com.
7.7.3 Notwithstanding the foregoing, Client consents to receiving electronic communications from Ocrolus. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. Client agrees that any notices, agreements, disclosures, or other communications that Ocrolus sends to Client electronically will satisfy any legal communication requirements, including that such communications be in writing.
7.8 No Responsibility for Force Majeure Loss. Each Party agrees that the other Party will not be responsible for any damage resulting from force majeure events beyond the control of such other Party or its employees or agents, including the advent or escalation of wars, riots, pandemics, and natural disasters.
7.9 Choice of Law and Venue.
7.9.1 This Agreement is governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws or choice of law rules and principles.
7.9.2 The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of New York and agree that any action or proceeding relating to this Agreement must be brought exclusively in any state court of general jurisdiction in the City of New York.
7.9.3 The Parties waive any objection that either may have to the conduct of any action or proceeding in such a court based on improper venue or inconvenient forum, waive personal service of any and all process upon it, and consent that all service of process may be made by certified mail or nationally recognized courier service directed to it at the address set forth in this Agreement and that service made will be deemed to have been posted.
7.9.4 Client consents to the personal and subject matter jurisdiction of the aforementioned courts for the purpose of adjudicating any claims subject to this forum selection provision.
7.9.5 Nothing contained in this Section affects the right of any Party to serve legal process in any other manner permitted by law.
7.10 Jury Trial Waiver. In any action or proceeding commenced in connection with this Agreement, the Parties expressly and IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY.
7.11 Costs of Enforcement; Attorney’s Fees. In the event of any litigation, arbitration, or other dispute arising as a result of, in connection with, or by reason of this Agreement, the substantially prevailing Party in that dispute will be entitled to receive reimbursement and payment of all costs and expenses incurred in connection with settling or resolving that dispute, including reasonable attorneys’ fees.
7.12 Severability. Whenever possible, each provision of this Agreement must be interpreted in a manner that makes it effective and valid under Applicable Law. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without that provision, and this Agreement will be construed to the fullest extent possible as to give effect to the intentions of the provisions found to be unenforceable or invalid. The Parties agree that a court may reform that provision so that it is reasonable under the circumstances and that that provision, as reformed, will be enforceable, except that the material intent of the Parties in entering into this Agreement must not be defeated or rendered impossible by the removal of that provision from this Agreement.
7.13 Use of Name and Logo.
7.13.1 Client grants Ocrolus the right to use Client's company name and logo in marketing and sales materials, in compliance with any brand guidelines provided to Ocrolus by Client, solely to identify Client as a customer of Ocrolus.
7.13.2 If Client has a Savings Plan (as outlined in an applicable Order Form), Ocrolus hereby grants Client the express right to use Ocrolus’ company name and logo, in compliance with any brand guidelines provided to Client by Ocrolus, solely to identify Ocrolus as a provider of services to Client.
7.13.3 Other than as expressly stated in this Agreement, neither Party will use the other Party's names, marks, or logos without the prior written permission of the other Party.
7.14 Surviving Provisions. Any of the provisions in this Agreement which expressly or impliedly by their nature should survive this Agreement will survive.
7.14.1 Further Actions; Recordation. Each Party and its permitted assigns and transferees agrees to execute, acknowledge, and deliver additional documents, and take further actions as may be required, from time to time, to carry out each of the provisions and the intent of this Agreement and every agreement or document relating to or entered into connection with this Agreement.
7.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will constitute one and the same document.
7.16 Electronic Signature. This Agreement and any other documents to be delivered in connection with it may be electronically signed, and any electronic signatures appearing on this Agreement or other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
SCHEDULE 1
SERVICE LEVEL AGREEMENT
This Schedule 1 is the Service Level Agreement (“SLA”) between Ocrolus and Client.
1. Definitions. The following capitalized terms have the meaning set forth below:
a. “Downtime” means more than a 5% Error Rate, or complete lack of external connectivity to the service. Downtime is measured based on server-side Error Rate.
b. “Error Rate” means the number of Valid Requests that result in a response with HTTP Status 5XX divided by the total number of Valid Requests during that period.
c. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of continuous 5-minute periods of Downtime during the month.
d. “Service Credits” means the corresponding amounts that may be due from Ocrolus to Client if the Service Levels are not achieved in a given month.
e. “Service Deficiency” means an instance in which Ocrolus fails to meet one or more Service Levels.
f. “Turnaround Time” for a Service means the time elapsed between (i) Ocrolus’ receipt of the relevant Records, properly submitted between the hours of 8:00 a.m. and 8:00 p.m. Eastern Standard Time, Monday through Friday (excluding U.S. federal holidays) and (ii) delivery of the Services.
g. “Valid Request” means a request that conforms to the protocol for use of the Services set out at https://docs.ocrolus.com/, and that would normally result in a non-error response.
2. Service Levels.
a. Uptime. Ocrolus agrees that during the Term of this Agreement, Ocrolus will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99%, in each case during any monthly billing cycle (“Uptime”).Uptime reports of availability are currently available at https://status.ocrolus.com/.
b. Turnaround Time. Ocrolus agrees that during the Term of this Agreement, it will use commercially reasonable efforts to deliver at least 90% of Reports to Client within the time frame agreed to in the applicable Order Form for the corresponding type of Record, calculated on a monthly basis (“Turnaround Time”). For the avoidance of doubt, any bespoke Services, analytics, or reporting not documented in an Order Form but provided by Ocrolus for Client will not be included in Turnaround Time.
c. Scheduled Maintenance. Ocrolus may schedule periods when the Services or its software will be unavailable, in order to improve, repair or otherwise maintain the Services (“Scheduled Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 1 week in advance of upgrades, maintenance and other planned activities that may result in a material interruption in Service. Ocrolus will perform its Scheduled Maintenance only on Saturday between 12:01 a.m. and 7:00 a.m. Eastern Standard Time and Sunday before 7:00 a.m. and after 7:00 p.m. Eastern StandardTime.
d. Emergency Maintenance. On occasion, emergency maintenance may be required to address material security-related issues or technical problems that would impact the availability of the Services, resolution of which cannot wait until or be remedied during Scheduled Maintenance (“Emergency Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 2 hours in advance of any Emergency Maintenance. Ocrolus will also promptly notify Client of the Emergency Maintenance and actions being taken in the course of that Emergency Maintenance once Ocrolus becomes aware of an occasion requiring Emergency Maintenance.
3. Service Credits.
a. Service Credit Amount. In the event that Uptime or Turnaround Time (collectively, the “Service Levels”) in any given month falls below the levels outlined in Section 2(a) or 2(b) above, then within 30 days after the end of the applicable month, Client may request the corresponding Service Credit which shall be applied to those Reports that do not meet the Service Levels.
b. Claims for Service Credit. Client must make claims for a Service Credit to Ocrolus’ customer support organization in writing. Ocrolus must investigate the claim and must respond back to Client within 14 calendar days after receipt of the claim. Ocrolus’ response must either (i) accept the validity of the claim, or (ii) dispute the claim, including supporting details and documentation. In case of a dispute, the Parties will seek to resolve it promptly in good faith.
c. Use of Service Credits. Service Credits lack cash value, but Ocrolus will apply each Service Credit to one or more future invoices for the same Service. Service Credits cannot be applied to amounts due for other Services.Client’s sole and exclusive remedy, and Ocrolus’ sole and exclusive liability, in the event of a Service Deficiency will be application of the Service Credits in accordance with the terms of this SLA.
d. Service Credits for a Service Deficiency will be calculated as a percentage of the monthly pro rata share of the Client’s Savings Plan applied to the number of Records that fail to meet the SLA as follows:
Monthly Uptime Percentage | Service Credit |
| 99.00% or higher | None |
| 98.00%-98.99% | 10% |
| 95.00%-97.99% | 15% |
| Under 95.00% | 20% |
Monthly Percentage of Reports Delivered Within Turnaround Time | Service Credit |
| 90.00% or higher | None |
| 89.99%-80.00% | 10% |
| 79.99%-70.00% | 15% |
| Under 70.00% | 20% |
4. Service Level Agreement Exclusions. Client agrees that Ocrolus will not be deemed to have failed to meet a Service Level because of a Service’s unavailability, suspension, or termination caused by events beyond the reasonable control of Ocrolus. These include, without limitation:
a. Natural disasters, acts of terrorism, riots, insurrections, epidemics, pandemics, wars, extraordinary governmental actions, ISP provider failures or delays, and any other event reasonably considered to be an event of force majeure;
b. Actions or inactions of Client or any third party not controlled by Ocrolus;
c. Failures that result from Client’s equipment, software or other technology and/or third party equipment, software or other technology;
d. Those that result from an extraordinary submission of Records on a daily basis beyond 120% of average daily Client volume, as determined on a rolling average of the 12 weeks ending before; or
e. Arising from non-payment or late payment of an undisputed invoice, or suspension or termination of Client’s right to use the Services because of its breach of this Agreement; or
f. Delays caused by Records submitted to Ocrolus in a single file containing more than 200 individual pages.
SCHEDULE 2
1. Definitions. Capitalized terms in the Agreement have the meaning set forth below:
A. “Applicable Law” means any foreign, federal, state, or local law, rule or regulation: (i) applicable to Client in its use of the Services or providing the Records to Ocrolus, in each case as detailed in this Agreement; or (ii) applicable to Ocrolus in providing the Services to Client.
B. “Complete" (when referring to the Services) means that the Services use a combination of machine learning and human-in-the-loop functionality.
C. “CPI” means the Consumer Price Index for all Urban Consumers published by the Bureau of Labor Statistics, or its nearest equivalent as mutually agreed by the Parties if not so published.
D. “Go Live Date" means: (a) for web application Services, the date the Client account administrator first logs into the Ocrolus platform; or (b) for API Services, the date Client completes Implementation and submits to Ocrolus its first Records for processing.
E. "Implementation” means the setup, testing, integration (e.g., APIs), and any other onboarding services as provided in an Order Form that Ocrolus will complete to enter, import, or otherwise provide for the entry of data into the Ocrolus platform and the provision of Services.
F. "Instant" (when referring to the Services) means that the Services do not use human-in-the-loop functionality.
G. “Ocrolus Site” means the website located at www.ocrolus.com (or other re-directed links that are hosted or maintained by Ocrolus).
H. “Order Form” means an ordering document specifying the specific Services to be provided under the Agreement.
I. "Savings Plan" means the dollar amount Client is pre-paying for each Record processed for Services.
J. “Subscription Start Date” means: (i) the first calendar day of the month in whichClient begins use of the Services, or (ii) as otherwise outlined on an Order Form.
K. “Unapproved or Rejected Documents” means any documentation or images uploaded to the Services that are not supported by the Ocrolus system and are not listed as supported documents at https://docs.ocrolus.com/docs/forms-directory.
[End of Agreement]
Effective May 1st 2024 to May 1st 2024
DownloadSummary of changes
Updates to our Service Level Agreement in Schedule 1: (1) Section 2(b): we clarified that Turnaround Time is calculated on a monthly basis, (2) Section 3(d): we clarified that Service Credits are applied to the number of Records that fail to meet the SLA, (3) Section 4(f): we added an SLA exclusion for delays that are caused by single file uploads that contain more than 200 individual pages.
Table of Contents
This Master Service Agreement (this “Agreement”) is made between Ocrolus Inc. (“Ocrolus”) and the party accepting this Agreement (“Client,” each being a “Party”). Ocrolus provides tools for parsing, searching, analyzing, and summarizing data (the “Services”), reducing the need for manual review. Client is engaging Ocrolus to review documents provided by its applicants and customers who in each case are businesses or individuals resident in the United States of America (each a “Record” and collectively, “Records”). Capitalized terms not defined in the body of this Agreement have the meaning ascribed in Schedule 2.
This Agreement provides the framework for provision of the Services. If you are an existing Ocrolus customer and you have a negotiated master services agreement and/or order form in place for the provision of the Services (“Existing Agreement”), the terms of the Existing Agreement shall apply unless otherwise agreed by the Parties.
THIS AGREEMENT TAKES EFFECT WHEN CLIENT CLICKS A BOX INDICATING ACCEPTANCE OR SIGNS AN ORDER FORM WITH A HYPERLINK OR REFERENCE TO THIS AGREEMENT (THE “EFFECTIVE DATE”). IF CLIENT REGISTERS FOR A FREE TRIAL OF THE SERVICES ON THE OCROLUS SITE THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT CLIENT: (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS. CLIENT MAY NOT ACCESS OR USE THE SERVICES IF IT DOES NOT AGREE TO THESE TERMS.
SECTION 1 SERVICES
1.1 Services, Reports, and Order Forms.
1.1.1 The Parties expect the Services to include (a) Ocrolus processing the Records transferred by Client, and (b) Ocrolus producing one or more agreed-upon reports (each, a “Report”).
1.1.2 If Client enters into an Order Form with Ocrolus and the terms and conditions of the Order Form conflict with this Agreement, the Order Form will control.
1.2 Client Service. Ocrolus shall provide customer service to Client from 9:00 a.m. to 6:00 p.m. Eastern Standard Time, Monday through Friday, excluding U.S. federal holidays.
1.3 Access to Services and Restrictions.
1.3.1 Subject to and conditioned on Client’s compliance with all terms and conditions set forth in this Agreement, Ocrolus grants Client a limited, revocable, non-exclusive, worldwide, royalty-free (other than fees payable under this Agreement), non-transferable, non-sublicensable license to access and use the Services solely for Client’s own internal business purposes.
1.3.2 Except as expressly authorized by this Agreement, Client agrees not to, and not to allow any end user under its employ to, (a) grant any third party not under the control of Client access to or permission to use the Services, (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive any trade secrets embodied in the Services, (c) use the Services to violate any Applicable Law, (d) copy, modify, or create derivative works of the Services, in whole or in part, (e) remove any proprietary notices from the Services, (f) white label or resell the Services in any of Client’s own offerings, applications, or websites, or (g) attempt to cloak or conceal Client’s identity when requesting authorization to use the Services.
1.3.3 Client will comply with all terms and conditions of this Agreement, all Applicable Law, rules, and regulations, and all guidelines, standards, and requirements that may be communicated to Client. In addition, Client will not use the Services in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in items or software used for any illegal activities.
1.3.4 If Client registers for a free trial of the Services, Ocrolus will make one or more Services available to Client on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Client registered to use the applicable Services, or (b) the Subscription Start Date of any purchased Services ordered by Client. Additional trial terms and conditions may appear on the trial registration web page and are incorporated herein by reference.
1.3.5 Except for the limited right and licenses granted herein, Ocrolus retains all right, title, and interest (including all intellectual property and proprietary rights) in and to the Services, all copies, modifications, and derivative works thereof (including all intellectual property and proprietary rights involved in the development of additional Services).
1.4 Use of Records; Anonymized Information.
1.4.1 “Anonymized Information” means information based on or derived from Records or other materials provided by Client to Ocrolus that:
(a) combines information about multiple individuals; and
(b) does not specifically identify any individual; or
(c) has been transformed to the point where it cannot be used to identify any individual.
1.4.2 Client agrees that Ocrolus will own all rights, title, and interest, including intellectual property rights, in and to Anonymized Information based on or derived from its Records. Client also agrees that Ocrolus may continue to use that Anonymized Information indefinitely.
1.4.3 Client grants Ocrolus a limited, non-exclusive, royalty-free license to use all of the materials and Records it provides pursuant to this Agreement, which license will enable Ocrolus to discharge its obligations under this Agreement.
1.4.4 Client agrees to obtain all rights, permissions, and authorizations, if any, from third parties required to provide the Records to Ocrolus.
1.4.5 [RESERVED].
1.4.6 Notwithstanding the foregoing, Ocrolus may use Anonymized Information to monitor the effectiveness of its Services and for improvement and development of additional Services.
1.4.7 This Section 1.4 will survive this Agreement.
1.5 Ownership of Reports.
1.5.1 Ocrolus agrees that after Ocrolus provides a Report to Client, the Report will be owned only by Client, which may use it in any lawful way.
1.5.2 Client promises not to broker, sell, license, distribute, or re-distribute any Report to third parties without Ocrolus’ prior written consent. This Section 1.5.2 will survive this Agreement.
1.6 Fees; Billing.
1.6.1 Billing Terms for All Accounts.
(a) Ocrolus will invoice Client for Services, the cost of Implementation of Client's Services (if applicable), and any other initial fees as outlined in the applicable Order Form. Such invoice shall be due and payable as outlined in the Order Form. If Client does not have an Order Form and utilizes Services through the Ocrolus Site via its self-service portal, Ocrolus will invoice Client monthly in arrears for any amounts due for Services according to each type of Record processed and Client must pay the amount in the invoice in U.S. dollars within 7 calendar days after receipt of the invoice.
(b) Unless otherwise agreed in the applicable Order Form, Client agrees to pay each invoice with electronic fund transfer through the Automated Clearing House or by Stripe. If Client signs up for Services via the Ocrolus Site, then Client is required to use Stripe for invoice payment. If Client uses Stripe, Client agrees to the Stripe terms of service (located at https://stripe.com/legal/payment-terms and https://stripe.com/legal/end-users) and privacy policy (located at https://stripe.com/privacy). As a condition of Ocrolus enabling payment processing services through Stripe, Client agrees to provide Ocrolus with accurate and complete information about Client and its business, and Client authorizes Ocrolus to share that information and transaction information related to its use of the payment processing services provided by Stripe.
(c) Ocrolus reserves the right to charge Client for any Unapproved or Rejected Documents; provided, however, that those fees will be included as a separate line item on the related invoice.
(d) Unless otherwise agreed in the applicable Order Form, after the first 12-month period from the Effective Date of this Agreement, Ocrolus may increase its standard fee rates charged to Client upon at least 60 days’ prior written notice to Client, provided that: (a) such increases shall occur no more frequently than once every 12-month period, and (b) the amount of such increase shall not exceed the lesser of 1.5 times CPI or 5%.
(e) If Client fails to make any payment when due, without limiting Ocrolus’ other rights and remedies: (1) Ocrolus may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law; (2) Client shall reimburse Ocrolus for all reasonable costs incurred by Ocrolus in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Notwithstanding the foregoing, if Client, acting in good faith, disputes the accuracy of all or part of an invoice, Client must notify Ocrolus within 10 business days of receipt of the invoice in question, including the specific item(s) in dispute and the reason for the dispute. Upon receipt of that notice by Ocrolus, Ocrolus and Client must work in a commercially reasonable and expedited manner to resolve it. Client will remain responsible for payment of any undisputed or resolved invoices in accordance with this section.
1.6.2 Suspension of Services. Ocrolus shall have the right to suspend any part of the Services if (a) Client fails to make a payment in full when due, (b) Ocrolus notifies Client, and (c) Client has failed to make that payment in full within 10 business days after receipt of such notice. If Client reasonably disputes in writing any amount due to Ocrolus, Ocrolus shall not suspend the Service until after the 31st day after it received that notice. Ocrolus shall use commercially reasonable efforts to provide written notice of any suspension of Services and provide updates regarding resumption of Services following any suspension of Services.
1.7 Service Levels. Subject to the terms and conditions of this Agreement, Ocrolus shall use commercially reasonable efforts to make the Services available in accordance with the Service Levels available on Schedule 1.
SECTION 2 TERM AND TERMINATION
2.1 Unless otherwise agreed in an applicable Order Form, this Agreement will commence on the Effective Date and will continue until this Agreement is terminated or expires as provided herein.
2.2 Unless otherwise agreed in an applicable Order Form, the initial term of this Agreement is 1 year (the "Initial Term"). This Agreement will automatically renew for consecutive terms of 1 year (each, a “Renewal Term”) unless either Party, at least 45 days prior to the expiration of the then-current Initial Term or Renewal Term (each, a “Term”), provides written notice to the other Party of its intention not to renew, in which case this Agreement (and the applicable Order Form(s), as the case may be) will expire at the end of the then-current Term.
2.3 Upon termination of this Agreement, Client shall immediately cease use of the Services and Ocrolus shall provide Client with all outstanding invoices and Reports within 30 days after the date of effective notice of termination or non-renewal. Client must make a final payment to Ocrolus for all obligations owed by Client within 30 days after the receipt of the final invoice.
2.4 If Client never reaches its Go Live Date, Ocrolus may terminate the Services on at least 10 business days’ written notice to Client. Client may reinstate Services by providing Ocrolus with written notice that it would like to continue using Ocrolus Services.
2.5 Either Party may terminate the Agreement or an agreement made pursuant to and subject to the Agreement, effective immediately upon written notice to the other Party, if the other Party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, (e) Ocrolus’ provision of Services to Client is prohibited by Applicable Law, or (f) either Party materially breaches this Agreement and such breach is not cured within 30 days from notice by the non-breaching Party.
SECTION 3 CONFIDENTIALITY
3.1 General Duty. Each Party (in such capacity, the “Recipient”) agrees to maintain the confidentiality of Confidential Information (as defined below) provided by or on behalf of the other Party (in such capacity, the “Disclosing Party”) under this Agreement. Recipient agrees to take all commercially reasonable steps to prevent disclosure or dissemination of the Disclosing Party’s Confidential Information to any person or entity other than those directors, officers, employees, agents, and contractors of Recipient who have a need to know it in order to assist Recipient in performing its obligations or exercising its rights under this Agreement, and who have been made aware of and agreed to be bound by confidentiality obligations at least as restrictive as those contained in this Agreement. In addition, the Recipient must not use the Disclosing Party’s Confidential Information, or authorize others to use the Disclosing Party’s Confidential Information, for any purpose other than in connection with performing its obligations or exercising its rights under this Agreement. As used in this Agreement, “reasonable steps” means steps that a Party takes to protect its own similarly confidential or proprietary information, which steps must in no event be less than a commercially reasonable standard of care.
3.2 Definition of Confidential Information. “Confidential Information” means the terms of this Agreement and any information in any form emanating, directly or indirectly, from Disclosing Party, concerning or relating to the Disclosing Party or the business operations of the Disclosing Party, including proprietary technology and/or business plans, in each case which has been imparted to the Recipient by the Disclosing Party. “Confidential Information” includes, without limitation, all Records, Reports, improvements, ideas, discoveries, inventions, prototypes, financial information, customer information, developments, methods, techniques, engineering, know-how, trade secrets, systems, documentation, drawings, renderings, sales and marketing plans, artwork, descriptions, component specifications, information of or relating to the project for which the Recipient has received that information, whether or not that project is susceptible to patent, copyright or any other form of protection and whether or not reduced to practice, and technical or research information and software, including that in the development stage whether developed or being developed by the Disclosing Party or third parties at the request of the Disclosing Party. To the extent reasonable, all information disclosed by the Disclosing Party must be presumed to constitute Confidential Information and will be so regarded by the Recipient. “Confidential Information” does not include any information which (a) at the time of disclosure is known by the public or thereafter becomes public knowledge through no act or omission of or on behalf of the Recipient; (b) is disclosed to Recipient by third parties having a right to do so; (c) is known to the Recipient prior to disclosure; or (d) is developed independently by the Recipient without use or reference to the Disclosing Party’s Confidential Information. Confidential Information does not include Anonymized Information. To the extent either Party maintains control or possession over any Confidential Information of the other Party, the terms of this clause will continue in full force and effect for a period of 3 years after the date of expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined by Applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.
3.3 Nothing contained in this Agreement should be read (a) to imply that Ocrolus retains, or to cause Ocrolus to in fact retain, the other Party’s Confidential Information or to act in any data storage capacity for Client, or (b) limit either Party’s right to delete, destroy or otherwise purge any Confidential Information at any time.
3.4 In the event that a Recipient is required by legal or governmental process to disclose Confidential Information, Recipient must, to the extent permitted by Applicable Law, promptly notify the Disclosing Party and reasonably cooperate (at that Disclosing Party’s sole expense) to protect the Confidential Information requested from disclosure. Recipient must report to Disclosing Party, by telephone and e-mail, any unauthorized use or disclosure of Disclosing Party’s Confidential Information promptly after Disclosing Party learns of such unauthorized use or disclosure.
3.5 Client agrees and acknowledges that Ocrolus may use Confidential Information, including the Records or Reports, for internal compliance and audit purposes to ensure performance and accuracy of Record review and may share the same with third parties engaged by Ocrolus for the purpose of conducting audits, accuracy reviews, or compliance reviews who are subject to obligations of confidentiality at least as restrictive as those contained in this Agreement. Ocrolus will be responsible for any breach of the obligations of this Section 3 (Confidentiality) by any of those third parties, or their affiliates or subsidiaries, unless that third party has an agreement directly with Client with respect to the subject matter of this Agreement. Ocrolus agrees to use industry standard methods to anonymize Confidential Information used pursuant to this sub-section.
3.6 Subprocessors.
3.6.1 Client acknowledges and agrees that employees of Ocrolus East Private Limited (“Ocrolus East”), Ocrolus’ wholly owned subsidiary located in India, verify sections of Records, some of which is Confidential Information, to the extent the Services require human review. Ocrolus acknowledges and agrees that it is responsible for and liable to Client for Ocrolus East’s compliance with the terms of this Agreement, including the acts and omissions of any Ocrolus East employee in violation of Ocrolus’ obligations under this Agreement. Ocrolus must ensure that prior to receiving Confidential Information, each Ocrolus East employee has agreed to safeguard Confidential Information in a manner substantially similar to Ocrolus’ obligations under this Agreement.
3.6.2 Unless otherwise agreed between the Parties, Client gives Ocrolus a general authorization to process and subprocess Confidential Information with internal and external sub-processors to provide the Services. In the event Ocrolus engages a new sub-processor, Ocrolus shall promptly notify Client prior to engaging such new sub-processor and shall: (a) enter into a written agreement with each sub-processor containing data protection obligations that provide at least the same level of protection for Confidential Information as those in this Agreement, to the extent applicable to the nature of the service provided by such sub-processor; and (b) remain responsible for such sub-processor’s compliance with the obligations of this Agreement and for any acts or omissions of such sub-processor that cause Ocrolus to breach any of its obligations under this Agreement. A current list of Ocrolus sub-processors can be found at https://legal.ocrolus.com/#sub-processors.
SECTION 4 INFORMATION SECURITY
4.1 Ocrolus must: (a) protect the security and confidentiality of all Records, Reports, and other Confidential Information that is processed, accessed, stored, or received by Ocrolus and (b) develop, implement, and maintain a written information security program with administrative, technical, and physical safeguards to protect Records, Reports, and other Confidential Information against any unauthorized disclosure or use and any anticipated or reasonably foreseeable threats or hazards to the security or confidentiality of the Records, Reports, and other Confidential Information.
4.2 Ocrolus' information security program must comply with all applicable federal and state laws as well as industry best practices, including as it relates to firewalls, patching, and encryption of confidential data at rest and in transit.
4.3 Client agrees that it will not provide Records to Ocrolus from any country outside of the United States without the consent of Ocrolus and the Parties entering into model standard contractual clauses (or other ad hoc clauses to validate the transfer of data).
4.3 Ocrolus agrees to develop, implement and maintain adequate policies supporting Ocrolus' information security program designed to reasonably protect, in accordance with industry standards, all Records, Reports, and other Confidential Information to which it has access, against security breaches as defined in this Agreement.
4.4 Ocrolus agrees to (a) update and keep its security program current in light of changes in relevant technology; and (b) authorize only its employees and contractors who are necessary for and directly involved in the performance of its obligations under this Agreement to have access to the Records, Reports, and other Confidential Information (whether physically or through computer system access) and solely on a “need-to-know” basis.
4.5 If at any time Ocrolus discovers or otherwise becomes aware of: (a) any unauthorized access to Records, Reports, or other Confidential Information, or (b) any unauthorized intrusion or penetration involving systems or facilities under the control of Ocrolus resulting in unauthorized disclosure of Records, Reports, or other Confidential Information (each of (a) and (b), a “Security Breach”), Ocrolus must: (i) notify Client in writing of that Security Breach as soon as commercially possible, but no later than within 48 hours of when the Security Breach was confirmed, and furnish Client with the necessary details of that Security Breach; and (ii) cooperate with Client in any effort, action, or proceeding to protect the Records, Reports, and other Confidential Information and to mitigate and/or remediate the impact of the Security Breach, as Client reasonably deems necessary or as required by Applicable Law, including breach notification laws.
4.6 In the event of any Security Breach, Ocrolus must cooperate with Client and provide information that is reasonably requested in writing by Client with respect to the actions taken in response to that Security Breach and Ocrolus' compliance with the obligations set forth in this Section 4.
SECTION 5 INDEMNIFICATION AND LIABILITY
5.1 Client agrees to defend, indemnify, and hold harmless Ocrolus, its parents and affiliates, from and against all liabilities, claims, demands or suits (including reasonable attorney's fees and costs) arising from or otherwise related to: (a) Client’s use of the Services in a manner not authorized by this Agreement; (b) any gross negligence or willful misconduct by Client in performance of this Agreement; (c) Client’s breach or alleged breach of this Agreement; or (d) any claim that the Records or Client’s Confidential Information infringe the intellectual property rights of any third party.
5.2 Ocrolus agrees to defend, indemnify, and hold harmless Client, its parents and affiliates (collectively, the “Client Indemnified Parties”) against any third-party liabilities, claims, demands or suits (including reasonable attorney's fees and costs) that arise from: (a) any gross negligence or willful misconduct by Ocrolus in performance of the Services under this Agreement; (b) Ocrolus’ breach or alleged breach of this Agreement (including any Security Breach or unauthorized disclosure of Client’s Confidential Information); or (c) any claim that the use of the Services as authorized in this Agreement infringes the intellectual property rights of any third party.
5.3 In the case of any claim by Client for indemnification under sub-section 5.2(c), Client agrees to provide Ocrolus with timely written notice of that claim, that Ocrolus will have sole control over the defense of such claim, and that Client will provide or procure reasonable cooperation from Client Indemnified Parties upon Ocrolus' request for any such assistance.
5.4 Should any Services become, or in Ocrolus’ opinion be likely to become, the subject of a claim by Client for indemnification under clause 5.2(c), Ocrolus agrees to, at its option: (a) procure for the Client Indemnified Parties the right to make continued use of the Services in accordance with this Agreement; (b) replace or modify the affected Services so that they become non-infringing but with substantially equivalent functionality and performance; or (c) if neither (a) nor (b) is reasonably available, terminate this Agreement and provide Client with a pro-rata refund of any prepaid unused fees.
5.5 Ocrolus will have no liability or indemnification obligations under this Agreement based on (a) use for a purpose or in a manner for which the Services were not designed; (b) use of any older version of Services software when use of a newer revision was made available by Ocrolus to Client; or (c) any use of the Services in breach of this Agreement.
5.6 Neither Party will be liable to the other for consequential, incidental, indirect, punitive, or special damages (including loss of profits, data, business, or goodwill), from any cause of action of any kind, including any action sounding in contract, tort, breach of warranty, or otherwise.
5.7 It is further agreed that each Party’s aggregate liability for direct damages in connection with a claim under this Agreement will not exceed the total amount paid or received by the respective Party in the 12 months preceding the date upon which that claim first accrued.
SECTION 6 REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1 Client Representations, Warranties and Covenants.
6.1.1 Client represents and warrants that it has full power, capacity, and authority to enter into this Agreement.
6.1.2 Client represents, warrants, and agrees that no person’s privacy rights are being or will be infringed, and no Applicable Law is being violated by providing Ocrolus with any of the information used for the Services.
6.1.3 Client agrees that it will comply in all material respects with Applicable Law in its use of the Services under this Agreement.
6.2 Ocrolus Representations, Warranties and Covenants.
6.2.1 Ocrolus represents and warrants that (a) it has full power, capacity, and authority to enter into this Agreement, and (b) it will comply in all material respects with Applicable Law in performing this Agreement.
6.2.2 Ocrolus agrees that during the Term it will (a) provide the Services in a professional and workmanlike manner, and (b) update and enhance the Services in the regular course of its business. In the event of a breach of this Section 6.2.2, Ocrolus’ initial and primary means to remedy that breach will be to re-perform any defective Service again before any further action may be taken under this Agreement.
6.3 Disclaimer of Warranties. Except as expressly provided in this Agreement, Ocrolus disclaims all warranties, express and implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by Ocrolus or its authorized representatives will create a warranty of any kind or in any way increase the scope of Ocrolus’ obligations in this Agreement. The Services may be used to access and transfer information over the internet. Client acknowledges and agrees that Ocrolus does not operate or control the internet and that unauthorized users may attempt to obtain access to and damage Client’s data, web sites, computers, or networks. Except with respect to breaches of this Agreement, Ocrolus will not be responsible for those activities. Client is responsible for preserving and making adequate backups of its data and any Records.
SECTION 7 GENERAL PROVISIONS
7.1 Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, arrangements or understandings, whether written or oral, with respect to that subject matter.
7.2 Binding Effect and Assignment. Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will inure to the benefit of, the successors and permitted assigns of the Parties. The Parties may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets. Nothing in this Agreement is intended to confer upon any Party, or their respective successors and assigns, any rights or obligations under or by reason of this Agreement, except as expressly provided herein.
7.3 Modifications.
7.3.1 Client acknowledges and agrees that Ocrolus has the right, in its sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. Client will be notified of modifications through notifications through the Services or direct email communication from Ocrolus. Client will be responsible for reviewing and becoming familiar with any such modifications.
7.3.2 Certain portions of the Services may, or may in the future, have different terms and conditions posted on the Ocrolus Site or may require you to agree with and accept additional terms and conditions. When Client use such Services and agree to the additional terms and conditions they will be incorporated into and form part of this Agreement. If there is a conflict between this Agreement and terms and conditions posted for a specific portion of the Services, the latter terms and conditions shall take precedence with respect to Client’s use of or access to that portion of the Services.
7.4 Waiver.
7.4.1 No provision of this Agreement may be waived except by a written document executed by the Party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given and will not constitute a continuing waiver.
7.4.2 No delay or omission by either Party in exercising any right, power, or privilege under this Agreement will impair that right, power, or privilege, nor will any single or partial exercise of any right, power, or privilege preclude any further exercise of that right or the exercise of any other right, power, or privilege.
7.5 Independent Contractor Status.
7.5.1 Ocrolus will act as an independent contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Ocrolus has no authority to act as agent for, or on behalf of, Client, or to represent or bind Client in any manner. Ocrolus will not be entitled to worker's compensation, retirement, insurance, or other benefits afforded to employees of Client. Client agrees to pay all sales tax on Services, and Ocrolus agrees to pay all tax associated with furnishing the Services, including taxes on income, receipts, and payroll and arising from Ocrolus doing business in any particular jurisdiction.
7.6 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) the word “or” has the inclusive meaning frequently identified with the phrase “and/or”; (c) the word “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation”; and (d) any reference in this Agreement to any statute, rule, regulation, or agreement (including this Agreement), include its form after having been amended, restated, revised, modified, supplemented, reenacted, or succeeded.
7.7 Notices.
7.7.1 The Parties agree that notices under this Agreement will be effective if and only if in writing addressed to the recipient Party at its address below (or any other address it later provides in writing), via email, or via overnight courier service or postal mail requiring the recipient’s or its agent’s signature. Email notices will be deemed received upon the sender’s receipt of a delivery or read receipt, or, in the absence of a notice to the contrary, after one day. Physical mail will be deemed received at the time it is signed for at the destination.
7.7.2 Any notices from Client to Ocrolus must be sent to our corporate headquarters at 101 Greenwich Street, Fl. 23, New York, NY 10006, Attention: Legal Department, with a copy to: legal@ocrolus.com.
7.7.3 Notwithstanding the foregoing, Client consents to receiving electronic communications from Ocrolus. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. Client agrees that any notices, agreements, disclosures, or other communications that Ocrolus sends to Client electronically will satisfy any legal communication requirements, including that such communications be in writing.
7.8 No Responsibility for Force Majeure Loss. Each Party agrees that the other Party will not be responsible for any damage resulting from force majeure events beyond the control of such other Party or its employees or agents, including the advent or escalation of wars, riots, pandemics, and natural disasters.
7.9 Choice of Law and Venue.
7.9.1 This Agreement is governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws or choice of law rules and principles.
7.9.2 The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of New York and agree that any action or proceeding relating to this Agreement must be brought exclusively in any state court of general jurisdiction in the City of New York.
7.9.3 The Parties waive any objection that either may have to the conduct of any action or proceeding in such a court based on improper venue or inconvenient forum, waive personal service of any and all process upon it, and consent that all service of process may be made by certified mail or nationally recognized courier service directed to it at the address set forth in this Agreement and that service made will be deemed to have been posted.
7.9.4 Client consents to the personal and subject matter jurisdiction of the aforementioned courts for the purpose of adjudicating any claims subject to this forum selection provision.
7.9.5 Nothing contained in this Section affects the right of any Party to serve legal process in any other manner permitted by law.
7.10 Jury Trial Waiver. In any action or proceeding commenced in connection with this Agreement, the Parties expressly and IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY.
7.11 Costs of Enforcement; Attorney’s Fees. In the event of any litigation, arbitration, or other dispute arising as a result of, in connection with, or by reason of this Agreement, the substantially prevailing Party in that dispute will be entitled to receive reimbursement and payment of all costs and expenses incurred in connection with settling or resolving that dispute, including reasonable attorneys’ fees.
7.12 Severability. Whenever possible, each provision of this Agreement must be interpreted in a manner that makes it effective and valid under Applicable Law. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without that provision, and this Agreement will be construed to the fullest extent possible as to give effect to the intentions of the provisions found to be unenforceable or invalid. The Parties agree that a court may reform that provision so that it is reasonable under the circumstances and that that provision, as reformed, will be enforceable, except that the material intent of the Parties in entering into this Agreement must not be defeated or rendered impossible by the removal of that provision from this Agreement.
7.13 Use of Name and Logo.
7.13.1 Client grants Ocrolus the right to use Client's company name and logo in marketing and sales materials, in compliance with any brand guidelines provided to Ocrolus by Client, solely to identify Client as a customer of Ocrolus.
7.13.2 If Client has a Savings Plan (as outlined in an applicable Order Form), Ocrolus hereby grants Client the express right to use Ocrolus’ company name and logo, in compliance with any brand guidelines provided to Client by Ocrolus, solely to identify Ocrolus as a provider of services to Client.
7.13.3 Other than as expressly stated in this Agreement, neither Party will use the other Party's names, marks, or logos without the prior written permission of the other Party.
7.14 Surviving Provisions. Any of the provisions in this Agreement which expressly or impliedly by their nature should survive this Agreement will survive.
7.14.1 Further Actions; Recordation. Each Party and its permitted assigns and transferees agrees to execute, acknowledge, and deliver additional documents, and take further actions as may be required, from time to time, to carry out each of the provisions and the intent of this Agreement and every agreement or document relating to or entered into connection with this Agreement.
7.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will constitute one and the same document.
7.16 Electronic Signature. This Agreement and any other documents to be delivered in connection with it may be electronically signed, and any electronic signatures appearing on this Agreement or other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
SCHEDULE 1
SERVICE LEVEL AGREEMENT
This Schedule 1 is the Service Level Agreement (“SLA”) between Ocrolus and Client.
1. Definitions. The following capitalized terms have the meaning set forth below:
a. “Downtime” means more than a 5% Error Rate, or complete lack of external connectivity to the service. Downtime is measured based on server-side Error Rate.
b. “Error Rate” means the number of Valid Requests that result in a response with HTTP Status 5XX divided by the total number of Valid Requests during that period.
c. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of continuous 5-minute periods of Downtime during the month.
d. “Service Credits” means the corresponding amounts that may be due from Ocrolus to Client if the Service Levels are not achieved in a given month.
e. “Service Deficiency” means an instance in which Ocrolus fails to meet one or more Service Levels.
f. “Turnaround Time” for a Service means the time elapsed between (i) Ocrolus’ receipt of the relevant Records, properly submitted between the hours of 8:00 a.m. and 8:00 p.m. Eastern Standard Time, Monday through Friday (excluding U.S. federal holidays) and (ii) delivery of the Services.
g. “Valid Request” means a request that conforms to the protocol for use of the Services set out at https://docs.ocrolus.com/, and that would normally result in a non-error response.
2. Service Levels.
a. Uptime. Ocrolus agrees that during the Term of this Agreement, Ocrolus will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99%, in each case during any monthly billing cycle (“Uptime”).Uptime reports of availability are currently available at https://status.ocrolus.com/.
b. Turnaround Time. Ocrolus agrees that during the Term of this Agreement, it will use commercially reasonable efforts to deliver at least 90% of Reports to Client within the time frame agreed to in the applicable Order Form for the corresponding type of Record, calculated on a monthly basis (“Turnaround Time”). For the avoidance of doubt, any bespoke Services, analytics, or reporting not documented in an Order Form but provided by Ocrolus for Client will not be included in Turnaround Time.
c. Scheduled Maintenance. Ocrolus may schedule periods when the Services or its software will be unavailable, in order to improve, repair or otherwise maintain the Services (“Scheduled Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 1 week in advance of upgrades, maintenance and other planned activities that may result in a material interruption in Service. Ocrolus will perform its Scheduled Maintenance only on Saturday between 12:01 a.m. and 7:00 a.m. Eastern Standard Time and Sunday before 7:00 a.m. and after 7:00 p.m. Eastern StandardTime.
d. Emergency Maintenance. On occasion, emergency maintenance may be required to address material security-related issues or technical problems that would impact the availability of the Services, resolution of which cannot wait until or be remedied during Scheduled Maintenance (“Emergency Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 2 hours in advance of any Emergency Maintenance. Ocrolus will also promptly notify Client of the Emergency Maintenance and actions being taken in the course of that Emergency Maintenance once Ocrolus becomes aware of an occasion requiring Emergency Maintenance.
3. Service Credits.
a. Service Credit Amount. In the event that Uptime or Turnaround Time (collectively, the “Service Levels”) in any given month falls below the levels outlined in Section 2(a) or 2(b) above, then within 30 days after the end of the applicable month, Client may request the corresponding Service Credit which shall be applied to those Reports that do not meet the Service Levels.
b. Claims for Service Credit. Client must make claims for a Service Credit to Ocrolus’ customer support organization in writing. Ocrolus must investigate the claim and must respond back to Client within 14 calendar days after receipt of the claim. Ocrolus’ response must either (i) accept the validity of the claim, or (ii) dispute the claim, including supporting details and documentation. In case of a dispute, the Parties will seek to resolve it promptly in good faith.
c. Use of Service Credits. Service Credits lack cash value, but Ocrolus will apply each Service Credit to one or more future invoices for the same Service. Service Credits cannot be applied to amounts due for other Services.Client’s sole and exclusive remedy, and Ocrolus’ sole and exclusive liability, in the event of a Service Deficiency will be application of the Service Credits in accordance with the terms of this SLA.
d. Service Credits for a Service Deficiency will be calculated as a percentage of the monthly pro rata share of the Client’s Savings Plan applied to the number of Records that fail to meet the SLA as follows:
Monthly Uptime Percentage | Service Credit |
| 99.00% or higher | None |
| 98.00%-98.99% | 10% |
| 95.00%-97.99% | 15% |
| Under 95.00% | 20% |
Monthly Percentage of Reports Delivered Within Turnaround Time | Service Credit |
| 90.00% or higher | None |
| 89.99%-80.00% | 10% |
| 79.99%-70.00% | 15% |
| Under 70.00% | 20% |
4. Service Level Agreement Exclusions. Client agrees that Ocrolus will not be deemed to have failed to meet a Service Level because of a Service’s unavailability, suspension, or termination caused by events beyond the reasonable control of Ocrolus. These include, without limitation:
a. Natural disasters, acts of terrorism, riots, insurrections, epidemics, pandemics, wars, extraordinary governmental actions, ISP provider failures or delays, and any other event reasonably considered to be an event of force majeure;
b. Actions or inactions of Client or any third party not controlled by Ocrolus;
c. Failures that result from Client’s equipment, software or other technology and/or third party equipment, software or other technology;
d. Those that result from an extraordinary submission of Records on a daily basis beyond 120% of average daily Client volume, as determined on a rolling average of the 12 weeks ending before; or
e. Arising from non-payment or late payment of an undisputed invoice, or suspension or termination of Client’s right to use the Services because of its breach of this Agreement; or
f. Delays caused by Records submitted to Ocrolus in a single file containing more than 200 individual pages.
SCHEDULE 2
1. Definitions. Capitalized terms in the Agreement have the meaning set forth below:
A. “Applicable Law” means any foreign, federal, state, or local law, rule or regulation: (i) applicable to Client in its use of the Services or providing the Records to Ocrolus, in each case as detailed in this Agreement; or (ii) applicable to Ocrolus in providing the Services to Client.
B. “Complete" (when referring to the Services) means that the Services use a combination of machine learning and human-in-the-loop functionality.
C. “CPI” means the Consumer Price Index for all Urban Consumers published by the Bureau of Labor Statistics, or its nearest equivalent as mutually agreed by the Parties if not so published.
D. “Go Live Date" means: (a) for web application Services, the date the Client account administrator first logs into the Ocrolus platform; or (b) for API Services, the date Client completes Implementation and submits to Ocrolus its first Records for processing.
E. "Implementation” means the setup, testing, integration (e.g., APIs), and any other onboarding services as provided in an Order Form that Ocrolus will complete to enter, import, or otherwise provide for the entry of data into the Ocrolus platform and the provision of Services.
F. "Instant" (when referring to the Services) means that the Services do not use human-in-the-loop functionality.
G. “Ocrolus Site” means the website located at www.ocrolus.com (or other re-directed links that are hosted or maintained by Ocrolus).
H. “Order Form” means an ordering document specifying the specific Services to be provided under the Agreement.
I. "Savings Plan" means the dollar amount Client is pre-paying for each Record processed for Services.
J. “Subscription Start Date” means: (i) the first calendar day of the month in whichClient begins use of the Services, or (ii) as otherwise outlined on an Order Form.
K. “Unapproved or Rejected Documents” means any documentation or images uploaded to the Services that are not supported by the Ocrolus system and are not listed as supported documents at https://docs.ocrolus.com/docs/forms-directory.
[End of Agreement]
Effective February 1st 2024 to May 1st 2024
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This Master Service Agreement (this “Agreement”) is made between Ocrolus Inc. (“Ocrolus”) and the party accepting this Agreement (“Client,” each being a “Party”). Ocrolus provides tools for parsing, searching, analyzing, and summarizing data (the “Services”), reducing the need for manual review. Client is engaging Ocrolus to review documents provided by its applicants and customers who in each case are businesses or individuals resident in the United States of America (each a “Record” and collectively, “Records”). Capitalized terms not defined in the body of this Agreement have the meaning ascribed in Schedule 2.
This Agreement provides the framework for provision of the Services. If you are an existing Ocrolus customer and you have a negotiated master services agreement and/or order form in place for the provision of the Services (“Existing Agreement”), the terms of the Existing Agreement shall apply unless otherwise agreed by the Parties.
THIS AGREEMENT TAKES EFFECT WHEN CLIENT CLICKS A BOX INDICATING ACCEPTANCE OR SIGNS AN ORDER FORM WITH A HYPERLINK OR REFERENCE TO THIS AGREEMENT (THE “EFFECTIVE DATE”). IF CLIENT REGISTERS FOR A FREE TRIAL OF THE SERVICES ON THE OCROLUS SITE THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT CLIENT: (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS. CLIENT MAY NOT ACCESS OR USE THE SERVICES IF IT DOES NOT AGREE TO THESE TERMS.
SECTION 1 SERVICES
1.1 Services, Reports, and Order Forms.
1.1.1 The Parties expect the Services to include (a) Ocrolus processing the Records transferred by Client, and (b) Ocrolus producing one or more agreed-upon reports (each, a “Report”).
1.1.2 If Client enters into an Order Form with Ocrolus and the terms and conditions of the Order Form conflict with this Agreement, the Order Form will control.
1.2 Client Service. Ocrolus shall provide customer service to Client from 9:00 a.m. to 6:00 p.m. Eastern Standard Time, Monday through Friday, excluding U.S. federal holidays.
1.3 Access to Services and Restrictions.
1.3.1 Subject to and conditioned on Client’s compliance with all terms and conditions set forth in this Agreement, Ocrolus grants Client a limited, revocable, non-exclusive, worldwide, royalty-free (other than fees payable under this Agreement), non-transferable, non-sublicensable license to access and use the Services solely for Client’s own internal business purposes.
1.3.2 Except as expressly authorized by this Agreement, Client agrees not to, and not to allow any end user under its employ to, (a) grant any third party not under the control of Client access to or permission to use the Services, (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive any trade secrets embodied in the Services, (c) use the Services to violate any Applicable Law, (d) copy, modify, or create derivative works of the Services, in whole or in part, (e) remove any proprietary notices from the Services, (f) white label or resell the Services in any of Client’s own offerings, applications, or websites, or (g) attempt to cloak or conceal Client’s identity when requesting authorization to use the Services.
1.3.3 Client will comply with all terms and conditions of this Agreement, all Applicable Law, rules, and regulations, and all guidelines, standards, and requirements that may be communicated to Client. In addition, Client will not use the Services in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in items or software used for any illegal activities.
1.3.4 If Client registers for a free trial of the Services, Ocrolus will make one or more Services available to Client on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Client registered to use the applicable Services, or (b) the Subscription Start Date of any purchased Services ordered by Client. Additional trial terms and conditions may appear on the trial registration web page and are incorporated herein by reference.
1.3.5 Except for the limited right and licenses granted herein, Ocrolus retains all right, title, and interest (including all intellectual property and proprietary rights) in and to the Services, all copies, modifications, and derivative works thereof (including all intellectual property and proprietary rights involved in the development of additional Services).
1.4 Use of Records; Anonymized Information.
1.4.1 “Anonymized Information” means information based on or derived from Records or other materials provided by Client to Ocrolus that:
(a) combines information about multiple individuals; and
(b) does not specifically identify any individual; or
(c) has been transformed to the point where it cannot be used to identify any individual.
1.4.2 Client agrees that Ocrolus will own all rights, title, and interest, including intellectual property rights, in and to Anonymized Information based on or derived from its Records. Client also agrees that Ocrolus may continue to use that Anonymized Information indefinitely.
1.4.3 Client grants Ocrolus a limited, non-exclusive, royalty-free license to use all of the materials and Records it provides pursuant to this Agreement, which license will enable Ocrolus to discharge its obligations under this Agreement.
1.4.4 Client agrees to obtain all rights, permissions, and authorizations, if any, from third parties required to provide the Records to Ocrolus.
1.4.5 [RESERVED].
1.4.6 Notwithstanding the foregoing, Ocrolus may use Anonymized Information to monitor the effectiveness of its Services and for improvement and development of additional Services.
1.4.7 This Section 1.4 will survive this Agreement.
1.5 Ownership of Reports.
1.5.1 Ocrolus agrees that after Ocrolus provides a Report to Client, the Report will be owned only by Client, which may use it in any lawful way.
1.5.2 Client promises not to broker, sell, license, distribute, or re-distribute any Report to third parties without Ocrolus’ prior written consent. This Section 1.5.2 will survive this Agreement.
1.6 Fees; Billing.
1.6.1 Billing Terms for All Accounts.
(a) Ocrolus will invoice Client for Services, the cost of Implementation of Client's Services (if applicable), and any other initial fees as outlined in the applicable Order Form. Such invoice shall be due and payable as outlined in the Order Form. If Client does not have an Order Form and utilizes Services through the Ocrolus Site via its self-service portal, Ocrolus will invoice Client monthly in arrears for any amounts due for Services according to each type of Record processed and Client must pay the amount in the invoice in U.S. dollars within 7 calendar days after receipt of the invoice.
(b) Unless otherwise agreed in the applicable Order Form, Client agrees to pay each invoice with electronic fund transfer through the Automated Clearing House or by Stripe. If Client signs up for Services via the Ocrolus Site, then Client is required to use Stripe for invoice payment. If Client uses Stripe, Client agrees to the Stripe terms of service (located at https://stripe.com/legal/payment-terms and https://stripe.com/legal/end-users) and privacy policy (located at https://stripe.com/privacy). As a condition of Ocrolus enabling payment processing services through Stripe, Client agrees to provide Ocrolus with accurate and complete information about Client and its business, and Client authorizes Ocrolus to share that information and transaction information related to its use of the payment processing services provided by Stripe.
(c) Ocrolus reserves the right to charge Client for any Unapproved or Rejected Documents; provided, however, that those fees will be included as a separate line item on the related invoice.
(d) Unless otherwise agreed in the applicable Order Form, after the first 12-month period from the Effective Date of this Agreement, Ocrolus may increase its standard fee rates charged to Client upon at least 60 days’ prior written notice to Client, provided that: (a) such increases shall occur no more frequently than once every 12-month period, and (b) the amount of such increase shall not exceed the lesser of 1.5 times CPI or 5%.
(e) If Client fails to make any payment when due, without limiting Ocrolus’ other rights and remedies: (1) Ocrolus may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law; (2) Client shall reimburse Ocrolus for all reasonable costs incurred by Ocrolus in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Notwithstanding the foregoing, if Client, acting in good faith, disputes the accuracy of all or part of an invoice, Client must notify Ocrolus within 10 business days of receipt of the invoice in question, including the specific item(s) in dispute and the reason for the dispute. Upon receipt of that notice by Ocrolus, Ocrolus and Client must work in a commercially reasonable and expedited manner to resolve it. Client will remain responsible for payment of any undisputed or resolved invoices in accordance with this section.
1.6.2 Suspension of Services. Ocrolus shall have the right to suspend any part of the Services if (a) Client fails to make a payment in full when due, (b) Ocrolus notifies Client, and (c) Client has failed to make that payment in full within 10 business days after receipt of such notice. If Client reasonably disputes in writing any amount due to Ocrolus, Ocrolus shall not suspend the Service until after the 31st day after it received that notice. Ocrolus shall use commercially reasonable efforts to provide written notice of any suspension of Services and provide updates regarding resumption of Services following any suspension of Services.
1.7 Service Levels. Subject to the terms and conditions of this Agreement, Ocrolus shall use commercially reasonable efforts to make the Services available in accordance with the Service Levels available on Schedule 1.
SECTION 2 TERM AND TERMINATION
2.1 Unless otherwise agreed in an applicable Order Form, this Agreement will commence on the Effective Date and will continue until this Agreement is terminated or expires as provided herein.
2.2 Unless otherwise agreed in an applicable Order Form, the initial term of this Agreement is 1 year (the "Initial Term"). This Agreement will automatically renew for consecutive terms of 1 year (each, a “Renewal Term”) unless either Party, at least 45 days prior to the expiration of the then-current Initial Term or Renewal Term (each, a “Term”), provides written notice to the other Party of its intention not to renew, in which case this Agreement (and the applicable Order Form(s), as the case may be) will expire at the end of the then-current Term.
2.3 Upon termination of this Agreement, Client shall immediately cease use of the Services and Ocrolus shall provide Client with all outstanding invoices and Reports within 30 days after the date of effective notice of termination or non-renewal. Client must make a final payment to Ocrolus for all obligations owed by Client within 30 days after the receipt of the final invoice.
2.4 If Client never reaches its Go Live Date, Ocrolus may terminate the Services on at least 10 business days’ written notice to Client. Client may reinstate Services by providing Ocrolus with written notice that it would like to continue using Ocrolus Services.
2.5 Either Party may terminate the Agreement or an agreement made pursuant to and subject to the Agreement, effective immediately upon written notice to the other Party, if the other Party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, (e) Ocrolus’ provision of Services to Client is prohibited by Applicable Law, or (f) either Party materially breaches this Agreement and such breach is not cured within 30 days from notice by the non-breaching Party.
SECTION 3 CONFIDENTIALITY
3.1 General Duty. Each Party (in such capacity, the “Recipient”) agrees to maintain the confidentiality of Confidential Information (as defined below) provided by or on behalf of the other Party (in such capacity, the “Disclosing Party”) under this Agreement. Recipient agrees to take all commercially reasonable steps to prevent disclosure or dissemination of the Disclosing Party’s Confidential Information to any person or entity other than those directors, officers, employees, agents, and contractors of Recipient who have a need to know it in order to assist Recipient in performing its obligations or exercising its rights under this Agreement, and who have been made aware of and agreed to be bound by confidentiality obligations at least as restrictive as those contained in this Agreement. In addition, the Recipient must not use the Disclosing Party’s Confidential Information, or authorize others to use the Disclosing Party’s Confidential Information, for any purpose other than in connection with performing its obligations or exercising its rights under this Agreement. As used in this Agreement, “reasonable steps” means steps that a Party takes to protect its own similarly confidential or proprietary information, which steps must in no event be less than a commercially reasonable standard of care.
3.2 Definition of Confidential Information. “Confidential Information” means the terms of this Agreement and any information in any form emanating, directly or indirectly, from Disclosing Party, concerning or relating to the Disclosing Party or the business operations of the Disclosing Party, including proprietary technology and/or business plans, in each case which has been imparted to the Recipient by the Disclosing Party. “Confidential Information” includes, without limitation, all Records, Reports, improvements, ideas, discoveries, inventions, prototypes, financial information, customer information, developments, methods, techniques, engineering, know-how, trade secrets, systems, documentation, drawings, renderings, sales and marketing plans, artwork, descriptions, component specifications, information of or relating to the project for which the Recipient has received that information, whether or not that project is susceptible to patent, copyright or any other form of protection and whether or not reduced to practice, and technical or research information and software, including that in the development stage whether developed or being developed by the Disclosing Party or third parties at the request of the Disclosing Party. To the extent reasonable, all information disclosed by the Disclosing Party must be presumed to constitute Confidential Information and will be so regarded by the Recipient. “Confidential Information” does not include any information which (a) at the time of disclosure is known by the public or thereafter becomes public knowledge through no act or omission of or on behalf of the Recipient; (b) is disclosed to Recipient by third parties having a right to do so; (c) is known to the Recipient prior to disclosure; or (d) is developed independently by the Recipient without use or reference to the Disclosing Party’s Confidential Information. Confidential Information does not include Anonymized Information. To the extent either Party maintains control or possession over any Confidential Information of the other Party, the terms of this clause will continue in full force and effect for a period of 3 years after the date of expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined by Applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.
3.3 Nothing contained in this Agreement should be read (a) to imply that Ocrolus retains, or to cause Ocrolus to in fact retain, the other Party’s Confidential Information or to act in any data storage capacity for Client, or (b) limit either Party’s right to delete, destroy or otherwise purge any Confidential Information at any time.
3.4 In the event that a Recipient is required by legal or governmental process to disclose Confidential Information, Recipient must, to the extent permitted by Applicable Law, promptly notify the Disclosing Party and reasonably cooperate (at that Disclosing Party’s sole expense) to protect the Confidential Information requested from disclosure. Recipient must report to Disclosing Party, by telephone and e-mail, any unauthorized use or disclosure of Disclosing Party’s Confidential Information promptly after Disclosing Party learns of such unauthorized use or disclosure.
3.5 Client agrees and acknowledges that Ocrolus may use Confidential Information, including the Records or Reports, for internal compliance and audit purposes to ensure performance and accuracy of Record review and may share the same with third parties engaged by Ocrolus for the purpose of conducting audits, accuracy reviews, or compliance reviews who are subject to obligations of confidentiality at least as restrictive as those contained in this Agreement. Ocrolus will be responsible for any breach of the obligations of this Section 3 (Confidentiality) by any of those third parties, or their affiliates or subsidiaries, unless that third party has an agreement directly with Client with respect to the subject matter of this Agreement. Ocrolus agrees to use industry standard methods to anonymize Confidential Information used pursuant to this sub-section.
3.6 Subprocessors.
3.6.1 Client acknowledges and agrees that employees of Ocrolus East Private Limited (“Ocrolus East”), Ocrolus’ wholly owned subsidiary located in India, verify sections of Records, some of which is Confidential Information, to the extent the Services require human review. Ocrolus acknowledges and agrees that it is responsible for and liable to Client for Ocrolus East’s compliance with the terms of this Agreement, including the acts and omissions of any Ocrolus East employee in violation of Ocrolus’ obligations under this Agreement. Ocrolus must ensure that prior to receiving Confidential Information, each Ocrolus East employee has agreed to safeguard Confidential Information in a manner substantially similar to Ocrolus’ obligations under this Agreement.
3.6.2 Unless otherwise agreed between the Parties, Client gives Ocrolus a general authorization to process and subprocess Confidential Information with internal and external sub-processors to provide the Services. In the event Ocrolus engages a new sub-processor, Ocrolus shall promptly notify Client prior to engaging such new sub-processor and shall: (a) enter into a written agreement with each sub-processor containing data protection obligations that provide at least the same level of protection for Confidential Information as those in this Agreement, to the extent applicable to the nature of the service provided by such sub-processor; and (b) remain responsible for such sub-processor’s compliance with the obligations of this Agreement and for any acts or omissions of such sub-processor that cause Ocrolus to breach any of its obligations under this Agreement. A current list of Ocrolus sub-processors can be found at https://legal.ocrolus.com/#sub-processors.
SECTION 4 INFORMATION SECURITY
4.1 Ocrolus must: (a) protect the security and confidentiality of all Records, Reports, and other Confidential Information that is processed, accessed, stored, or received by Ocrolus and (b) develop, implement, and maintain a written information security program with administrative, technical, and physical safeguards to protect Records, Reports, and other Confidential Information against any unauthorized disclosure or use and any anticipated or reasonably foreseeable threats or hazards to the security or confidentiality of the Records, Reports, and other Confidential Information.
4.2 Ocrolus' information security program must comply with all applicable federal and state laws as well as industry best practices, including as it relates to firewalls, patching, and encryption of confidential data at rest and in transit.
4.3 Client agrees that it will not provide Records to Ocrolus from any country outside of the United States without the consent of Ocrolus and the Parties entering into model standard contractual clauses (or other ad hoc clauses to validate the transfer of data).
4.3 Ocrolus agrees to develop, implement and maintain adequate policies supporting Ocrolus' information security program designed to reasonably protect, in accordance with industry standards, all Records, Reports, and other Confidential Information to which it has access, against security breaches as defined in this Agreement.
4.4 Ocrolus agrees to (a) update and keep its security program current in light of changes in relevant technology; and (b) authorize only its employees and contractors who are necessary for and directly involved in the performance of its obligations under this Agreement to have access to the Records, Reports, and other Confidential Information (whether physically or through computer system access) and solely on a “need-to-know” basis.
4.5 If at any time Ocrolus discovers or otherwise becomes aware of: (a) any unauthorized access to Records, Reports, or other Confidential Information, or (b) any unauthorized intrusion or penetration involving systems or facilities under the control of Ocrolus resulting in unauthorized disclosure of Records, Reports, or other Confidential Information (each of (a) and (b), a “Security Breach”), Ocrolus must: (i) notify Client in writing of that Security Breach as soon as commercially possible, but no later than within 48 hours of when the Security Breach was confirmed, and furnish Client with the necessary details of that Security Breach; and (ii) cooperate with Client in any effort, action, or proceeding to protect the Records, Reports, and other Confidential Information and to mitigate and/or remediate the impact of the Security Breach, as Client reasonably deems necessary or as required by Applicable Law, including breach notification laws.
4.6 In the event of any Security Breach, Ocrolus must cooperate with Client and provide information that is reasonably requested in writing by Client with respect to the actions taken in response to that Security Breach and Ocrolus' compliance with the obligations set forth in this Section 4.
SECTION 5 INDEMNIFICATION AND LIABILITY
5.1 Client agrees to defend, indemnify, and hold harmless Ocrolus, its parents and affiliates, from and against all liabilities, claims, demands or suits (including reasonable attorney's fees and costs) arising from or otherwise related to: (a) Client’s use of the Services in a manner not authorized by this Agreement; (b) any gross negligence or willful misconduct by Client in performance of this Agreement; (c) Client’s breach or alleged breach of this Agreement; or (d) any claim that the Records or Client’s Confidential Information infringe the intellectual property rights of any third party.
5.2 Ocrolus agrees to defend, indemnify, and hold harmless Client, its parents and affiliates (collectively, the “Client Indemnified Parties”) against any third-party liabilities, claims, demands or suits (including reasonable attorney's fees and costs) that arise from: (a) any gross negligence or willful misconduct by Ocrolus in performance of the Services under this Agreement; (b) Ocrolus’ breach or alleged breach of this Agreement (including any Security Breach or unauthorized disclosure of Client’s Confidential Information); or (c) any claim that the use of the Services as authorized in this Agreement infringes the intellectual property rights of any third party.
5.3 In the case of any claim by Client for indemnification under sub-section5.2(c), Client agrees to provide Ocrolus with timely written notice of that claim, that Ocrolus will have sole control over the defense of such claim, and that Client will provide or procure reasonable cooperation from Client Indemnified Parties upon Ocrolus' request for any such assistance.
5.4 Should any Services become, or in Ocrolus’ opinion be likely to become, the subject of a claim by Client for indemnification under clause 5.2(c), Ocrolus agrees to, at its option: (a) procure for the Client Indemnified Parties the right to make continued use of the Services in accordance with this Agreement; (b) replace or modify the affected Services so that they become non-infringing but with substantially equivalent functionality and performance; or (c) if neither (a) nor (b) is reasonably available, terminate this Agreement and provide Client with a pro-rata refund of any prepaid unused fees.
5.5 Ocrolus will have no liability or indemnification obligations under this Agreement based on (a) use for a purpose or in a manner for which the Services were not designed; (b) use of any older version of Services software when use of a newer revision was made available by Ocrolus to Client; or (c) any use of the Services in breach of this Agreement.
5.6 Neither Party will be liable to the other for consequential, incidental, indirect, punitive, or special damages (including loss of profits, data, business, or goodwill), from any cause of action of any kind, including any action sounding in contract, tort, breach of warranty, or otherwise.
5.7 It is further agreed that each Party’s aggregate liability for direct damages in connection with a claim under this Agreement will not exceed the total amount paid or received by the respective Party in the 12 months preceding the date upon which that claim first accrued.
SECTION 6 REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1 Client Representations, Warranties and Covenants.
6.1.1 Client represents and warrants that it has full power, capacity, and authority to enter into this Agreement.
6.1.2 Client represents, warrants, and agrees that no person’s privacy rights are being or will be infringed, and no Applicable Law is being violated by providing Ocrolus with any of the information used for the Services.
6.1.3 Client agrees that it will comply in all material respects with Applicable Law in its use of the Services under this Agreement.
6.2 Ocrolus Representations, Warranties and Covenants.
6.2.1 Ocrolus represents and warrants that (a) it has full power, capacity, and authority to enter into this Agreement, and (b) it will comply in all material respects with Applicable Law in performing this Agreement.
6.2.2 Ocrolus agrees that during the Term it will (a) provide the Services in a professional and workmanlike manner, and (b) update and enhance the Services in the regular course of its business. In the event of a breach of this Section 6.2.2, Ocrolus’ initial and primary means to remedy that breach will be to re-perform any defective Service again before any further action may be taken under this Agreement.
6.3 Disclaimer of Warranties. Except as expressly provided in this Agreement, Ocrolus disclaims all warranties, express and implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by Ocrolus or its authorized representatives will create a warranty of any kind or in any way increase the scope of Ocrolus’ obligations in this Agreement. The Services may be used to access and transfer information over the internet. Client acknowledges and agrees that Ocrolus does not operate or control the internet and that unauthorized users may attempt to obtain access to and damage Client’s data, web sites, computers, or networks. Except with respect to breaches of this Agreement, Ocrolus will not be responsible for those activities. Client is responsible for preserving and making adequate backups of its data and any Records.
SECTION 7 GENERAL PROVISIONS
7.1 Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, arrangements or understandings, whether written or oral, with respect to that subject matter.
7.2 Binding Effect and Assignment. Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will inure to the benefit of, the successors and permitted assigns of the Parties. The Parties may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets. Nothing in this Agreement is intended to confer upon any Party, or their respective successors and assigns, any rights or obligations under or by reason of this Agreement, except as expressly provided herein.
7.3 Modifications.
7.3.1 Client acknowledges and agrees that Ocrolus has the right, in its sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. Client will be notified of modifications through notifications through the Services or direct email communication from Ocrolus. Client will be responsible for reviewing and becoming familiar with any such modifications.
7.3.2 Certain portions of the Services may, or may in the future, have different terms and conditions posted on the Ocrolus Site or may require you to agree with and accept additional terms and conditions. When Client use such Services and agree to the additional terms and conditions they will be incorporated into and form part of this Agreement. If there is a conflict between this Agreement and terms and conditions posted for a specific portion of the Services, the latter terms and conditions shall take precedence with respect to Client’s use of or access to that portion of the Services.
7.4 Waiver.
7.4.1 No provision of this Agreement may be waived except by a written document executed by the Party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given and will not constitute a continuing waiver.
7.4.2 No delay or omission by either Party in exercising any right, power, or privilege under this Agreement will impair that right, power, or privilege, nor will any single or partial exercise of any right, power, or privilege preclude any further exercise of that right or the exercise of any other right, power, or privilege.
7.5 Independent Contractor Status.
7.5.1 Ocrolus will act as an independent contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Ocrolus has no authority to act as agent for, or on behalf of, Client, or to represent or bind Client in any manner. Ocrolus will not be entitled to worker's compensation, retirement, insurance, or other benefits afforded to employees of Client. Client agrees to pay all sales tax on Services, and Ocrolus agrees to pay all tax associated with furnishing the Services, including taxes on income, receipts, and payroll and arising from Ocrolus doing business in any particular jurisdiction.
7.6 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) the word “or” has the inclusive meaning frequently identified with the phrase “and/or”; (c) the word “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation”; and (d) any reference in this Agreement to any statute, rule, regulation, or agreement (including this Agreement), include its form after having been amended, restated, revised, modified, supplemented, reenacted, or succeeded.
7.7 Notices.
7.7.1 The Parties agree that notices under this Agreement will be effective if and only if in writing addressed to the recipient Party at its address below (or any other address it later provides in writing), via email, or via overnight courier service or postal mail requiring the recipient’s or its agent’s signature. Email notices will be deemed received upon the sender’s receipt of a delivery or read receipt, or, in the absence of a notice to the contrary, after one day. Physical mail will be deemed received at the time it is signed for at the destination.
7.7.2 Any notices from Client to Ocrolus must be sent to our corporate headquarters at 101 Greenwich Street, Fl. 23, New York, NY 10006, Attention: Legal Department, with a copy to: legal@ocrolus.com.
7.7.3 Notwithstanding the foregoing, Client consents to receiving electronic communications from Ocrolus. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. Client agrees that any notices, agreements, disclosures, or other communications that Ocrolus sends to Client electronically will satisfy any legal communication requirements, including that such communications be in writing.
7.8 No Responsibility for Force Majeure Loss. Each Party agrees that the other Party will not be responsible for any damage resulting from force majeure events beyond the control of such other Party or its employees or agents, including the advent or escalation of wars, riots, pandemics, and natural disasters.
7.9 Choice of Law and Venue.
7.9.1 This Agreement is governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws or choice of law rules and principles.
7.9.2 The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of New York and agree that any action or proceeding relating to this Agreement must be brought exclusively in any state court of general jurisdiction in the City of New York.
7.9.3 The Parties waive any objection that either may have to the conduct of any action or proceeding in such a court based on improper venue or inconvenient forum, waive personal service of any and all process upon it, and consent that all service of process may be made by certified mail or nationally recognized courier service directed to it at the address set forth in this Agreement and that service made will be deemed to have been posted.
7.9.4 Client consents to the personal and subject matter jurisdiction of the aforementioned courts for the purpose of adjudicating any claims subject to this forum selection provision.
7.9.5 Nothing contained in this Section affects the right of any Party to serve legal process in any other manner permitted by law.
7.10 Jury Trial Waiver. In any action or proceeding commenced in connection with this Agreement, the Parties expressly and IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY.
7.11 Costs of Enforcement; Attorney’s Fees. In the event of any litigation, arbitration, or other dispute arising as a result of, in connection with, or by reason of this Agreement, the substantially prevailing Party in that dispute will be entitled to receive reimbursement and payment of all costs and expenses incurred in connection with settling or resolving that dispute, including reasonable attorneys’ fees.
7.12 Severability. Whenever possible, each provision of this Agreement must be interpreted in a manner that makes it effective and valid under Applicable Law. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without that provision, and this Agreement will be construed to the fullest extent possible as to give effect to the intentions of the provisions found to be unenforceable or invalid. The Parties agree that a court may reform that provision so that it is reasonable under the circumstances and that that provision, as reformed, will be enforceable, except that the material intent of the Parties in entering into this Agreement must not be defeated or rendered impossible by the removal of that provision from this Agreement.
7.13 Use of Name and Logo.
7.13.1 Client grants Ocrolus the right to use Client's company name and logo in marketing and sales materials, in compliance with any brand guidelines provided to Ocrolus by Client, solely to identify Client as a customer of Ocrolus.
7.13.2 If Client has a Savings Plan (as outlined in an applicable Order Form), Ocrolus hereby grants Client the express right to use Ocrolus’ company name and logo, in compliance with any brand guidelines provided to Client by Ocrolus, solely to identify Ocrolus as a provider of services to Client.
7.13.3 Other than as expressly stated in this Agreement, neither Party will use the other Party's names, marks, or logos without the prior written permission of the other Party.
7.14 Surviving Provisions. Any of the provisions in this Agreement which expressly or impliedly by their nature should survive this Agreement will survive.
7.14.1 Further Actions; Recordation. Each Party and its permitted assigns and transferees agrees to execute, acknowledge, and deliver additional documents, and take further actions as may be required, from time to time, to carry out each of the provisions and the intent of this Agreement and every agreement or document relating to or entered into connection with this Agreement.
7.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will constitute one and the same document.
7.16 Electronic Signature. This Agreement and any other documents to be delivered in connection with it may be electronically signed, and any electronic signatures appearing on this Agreement or other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
SCHEDULE 1
SERVICE LEVEL AGREEMENT
This Schedule 1 is the Service Level Agreement (“SLA”) between Ocrolus and Client.
1. Definitions. The following capitalized terms have the meaning set forth below:
a. “Downtime” means more than a 5% Error Rate, or complete lack of external connectivity to the service. Downtime is measured based on server-side Error Rate.
b. “Error Rate” means the number of Valid Requests that result in a response with HTTP Status 5XX divided by the total number of Valid Requests during that period.
c. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of continuous 5-minute periods of Downtime during the month.
d. “Service Credits” means the corresponding amounts that may be due from Ocrolus to Client if the Service Levels are not achieved in a given month.
e. “Service Deficiency” means an instance in which Ocrolus fails to meet one or more Service Levels.
f. “Turnaround Time” for a Service means the time elapsed between (i) Ocrolus’ receipt of the relevant Records, properly submitted between the hours of 8:00 a.m. and 8:00 p.m. Eastern Standard Time, Monday through Friday (excluding U.S. federal holidays) and (ii) delivery of the Services.
g. “Valid Request” means a request that conforms to the protocol for use of the Services set out at https://docs.ocrolus.com/, and that would normally result in a non-error response.
2. Service Levels.
a. Uptime. Ocrolus agrees that during the Term of this Agreement, Ocrolus will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99%, in each case during any monthly billing cycle (“Uptime”).Uptime reports of availability are currently available at https://status.ocrolus.com/.
b. Turnaround Time. Ocrolus agrees that during the Term of this Agreement, it will use commercially reasonable efforts to deliver at least 90% of Reports to Client within the time frame agreed to in the applicable Order Form for the corresponding type of Record (“Turnaround Time”). For the avoidance of doubt, any bespoke Services, analytics, or reporting not documented in an Order Form but provided by Ocrolus for Client will not be included in Turnaround Time.
c. Scheduled Maintenance. Ocrolus may schedule periods when the Services or its software will be unavailable, in order to improve, repair or otherwise maintain the Services (“Scheduled Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 1 week in advance of upgrades, maintenance and other planned activities that may result in a material interruption in Service. Ocrolus will perform its Scheduled Maintenance only on Saturday between 12:01 a.m. and 7:00 a.m. Eastern Standard Time and Sunday before 7:00 a.m. and after 7:00 p.m. Eastern StandardTime.
d. Emergency Maintenance. On occasion, emergency maintenance may be required to address material security-related issues or technical problems that would impact the availability of the Services, resolution of which cannot wait until or be remedied during Scheduled Maintenance (“Emergency Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 2 hours in advance of any Emergency Maintenance. Ocrolus will also promptly notify Client of the Emergency Maintenance and actions being taken in the course of that Emergency Maintenance once Ocrolus becomes aware of an occasion requiring Emergency Maintenance.
3. Service Credits.
a. Service Credit Amount. In the event that Uptime or Turnaround Time (collectively, the “Service Levels”) in any given month falls below the levels outlined in Section 2(a) or 2(b) above, then within 30 days after the end of the applicable month, Client may request the corresponding Service Credit which shall be applied to those Reports that do not meet the Service Levels.
b. Claims for Service Credit. Client must make claims for a Service Credit to Ocrolus’ customer support organization in writing. Ocrolus must investigate the claim and must respond back to Client within 14 calendar days after receipt of the claim. Ocrolus’ response must either (i) accept the validity of the claim, or (ii) dispute the claim, including supporting details and documentation. In case of a dispute, the Parties will seek to resolve it promptly in good faith.
c. Use of Service Credits. Service Credits lack cash value, but Ocrolus will apply each Service Credit to one or more future invoices for the same Service. Service Credits cannot be applied to amounts due for other Services.Client’s sole and exclusive remedy, and Ocrolus’ sole and exclusive liability, in the event of a Service Deficiency will be application of the Service Credits in accordance with the terms of this SLA.
d. Any Service Credits for a Service Deficiency will be calculated as a percentage of the monthly pro rata share of the Client’s Savings Plan as follows:
Monthly Uptime Percentage | Service Credit |
| 99.00% or higher | None |
| 98.00%-98.99% | 10% |
| 95.00%-97.99% | 15% |
| Under 95.00% | 20% |
Monthly Percentage of Reports Delivered Within Turnaround Time | Service Credit |
| 90.00% or higher | None |
| 89.99%-80.00% | 10% |
| 79.99%-70.00% | 15% |
| Under 70.00% | 20% |
4. Service Level Agreement Exclusions. Client agrees that Ocrolus will not be deemed to have failed to meet a Service Level because of a Service’s unavailability, suspension, or termination caused by events beyond the reasonable control of Ocrolus. These include, without limitation:
a. Natural disasters, acts of terrorism, riots, insurrections, epidemics, pandemics, wars, extraordinary governmental actions, ISP provider failures or delays, and any other event reasonably considered to be an event of force majeure;
b. Actions or inactions of Client or any third party not controlled by Ocrolus;
c. Failures that result from Client’s equipment, software or other technology and/or third party equipment, software or other technology;
d. Those that result from an extraordinary submission of Records on a daily basis beyond 120% of average daily Client volume, as determined on a rolling average of the 12 weeks ending before; or
e. Arising from non-payment or late payment of an undisputed invoice, or suspension or termination of Client’s right to use the Services because of its breach of this Agreement.
SCHEDULE 2
1. Definitions. Capitalized terms in the Agreement have the meaning set forth below:
A. “Applicable Law” means any foreign, federal, state, or local law, rule or regulation: (i) applicable to Client in its use of the Services or providing the Records to Ocrolus, in each case as detailed in this Agreement; or (ii) applicable to Ocrolus in providing the Services to Client.
B. “Complete" (when referring to the Services) means that the Services use a combination of machine learning and human-in-the-loop functionality.
C. “CPI” means the Consumer Price Index for all Urban Consumers published by the Bureau of Labor Statistics, or its nearest equivalent as mutually agreed by the Parties if not so published.
D. “Go Live Date" means: (a) for web application Services, the date the Client account administrator first logs into the Ocrolus platform; or (b) for API Services, the date Client completes Implementation and submits to Ocrolus its first Records for processing.
E. "Implementation” means the setup, testing, integration (e.g., APIs), and any other onboarding services as provided in an Order Form that Ocrolus will complete to enter, import, or otherwise provide for the entry of data into the Ocrolus platform and the provision of Services.
F. "Instant" (when referring to the Services) means that the Services do not use human-in-the-loop functionality.
G. “Ocrolus Site” means the website located at www.ocrolus.com (or other re-directed links that are hosted or maintained by Ocrolus).
H. “Order Form” means an ordering document specifying the specific Services to be provided under the Agreement.
I. "Savings Plan" means the dollar amount Client is pre-paying for each Record processed for Services.
J. “Subscription Start Date” means: (i)the first calendar day of the month in whichClient begins use of the Services, or (ii) as otherwise outlined on an Order Form.
K. “Unapproved or Rejected Documents” means any documentation or images uploaded to the Services that are not supported by the Ocrolus system and are not listed as supported documents at https://docs.ocrolus.com/docs/forms-directory.
[End of Agreement]
Effective February 1st 2024 to April 17th 2024
DownloadTable of Contents
This Master Service Agreement (this “Agreement”) is made between Ocrolus Inc. (“Ocrolus”) and the party accepting this Agreement (“Client,” each being a “Party”). Ocrolus provides tools for parsing, searching, analyzing, and summarizing data (the “Services”), reducing the need for manual review. Client is engaging Ocrolus to review documents provided by its applicants and customers who in each case are businesses or individuals resident in the United States of America (each a “Record” and collectively, “Records”). Capitalized terms not defined in the body of this Agreement have the meaning ascribed in Schedule 2.
This Agreement provides the framework for provision of the Services. If you are an existing Ocrolus customer and you have a negotiated master services agreement and/or order form in place for the provision of the Services (“Existing Agreement”), the terms of the Existing Agreement shall apply unless otherwise agreed by the Parties.
THIS AGREEMENT TAKES EFFECT WHEN CLIENT CLICKS A BOX INDICATING ACCEPTANCE OR SIGNS AN ORDER FORM WITH A HYPERLINK OR REFERENCE TO THIS AGREEMENT (THE “EFFECTIVE DATE”). IF CLIENT REGISTERS FOR A FREE TRIAL OF THE SERVICES ON THE OCROLUS SITE THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT CLIENT: (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS. CLIENT MAY NOT ACCESS OR USE THE SERVICES IF IT DOES NOT AGREE TO THESE TERMS.
SECTION 1 SERVICES
1.1 Services, Reports, and Order Forms.
1.1.1 The Parties expect the Services to include (a) Ocrolus processing the Records transferred by Client, and (b) Ocrolus producing one or more agreed-upon reports (each, a “Report”).
1.1.2 If Client enters into an Order Form with Ocrolus and the terms and conditions of the Order Form conflict with this Agreement, the Order Form will control.
1.2 Client Service. Ocrolus shall provide customer service to Client from 9:00 a.m. to 6:00 p.m. Eastern Standard Time, Monday through Friday, excluding U.S. federal holidays.
1.3 Access to Services and Restrictions.
1.3.1 Subject to and conditioned on Client’s compliance with all terms and conditions set forth in this Agreement, Ocrolus grants Client a limited, revocable, non-exclusive, worldwide, royalty-free (other than fees payable under this Agreement), non-transferable, non-sublicensable license to access and use the Services solely for Client’s own internal business purposes.
1.3.2 Except as expressly authorized by this Agreement, Client agrees not to, and not to allow any end user under its employ to, (a) grant any third party not under the control of Client access to or permission to use the Services, (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive any trade secrets embodied in the Services, (c) use the Services to violate any Applicable Law, (d) copy, modify, or create derivative works of the Services, in whole or in part, (e) remove any proprietary notices from the Services, (f) white label or resell the Services in any of Client’s own offerings, applications, or websites, or (g) attempt to cloak or conceal Client’s identity when requesting authorization to use the Services.
1.3.3 Client will comply with all terms and conditions of this Agreement, all Applicable Law, rules, and regulations, and all guidelines, standards, and requirements that may be communicated to Client. In addition, Client will not use the Services in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in items or software used for any illegal activities.
1.3.4 If Client registers for a free trial of the Services, Ocrolus will make one or more Services available to Client on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Client registered to use the applicable Services, or (b) the Subscription Start Date of any purchased Services ordered by Client. Additional trial terms and conditions may appear on the trial registration web page and are incorporated herein by reference.
1.3.5 Except for the limited right and licenses granted herein, Ocrolus retains all right, title, and interest (including all intellectual property and proprietary rights) in and to the Services, all copies, modifications, and derivative works thereof (including all intellectual property and proprietary rights involved in the development of additional Services).
1.4 Use of Records; Anonymized Information.
1.4.1 “Anonymized Information” means information based on or derived from Records or other materials provided by Client to Ocrolus that:
(a) combines information about multiple individuals; and
(b) does not specifically identify any individual; or
(c) has been transformed to the point where it cannot be used to identify any individual.
1.4.2 Client agrees that Ocrolus will own all rights, title, and interest, including intellectual property rights, in and to Anonymized Information based on or derived from its Records. Client also agrees that Ocrolus may continue to use that Anonymized Information indefinitely.
1.4.3 Client grants Ocrolus a limited, non-exclusive, royalty-free license to use all of the materials and Records it provides pursuant to this Agreement, which license will enable Ocrolus to discharge its obligations under this Agreement.
1.4.4 Client agrees to obtain all rights, permissions, and authorizations, if any, from third parties required to provide the Records to Ocrolus.
1.4.5 [RESERVED].
1.4.6 Notwithstanding the foregoing, Ocrolus may use Anonymized Information to monitor the effectiveness of its Services and for improvement and development of additional Services.
1.4.7 This Section 1.4 will survive this Agreement.
1.5 Ownership of Reports.
1.5.1 Ocrolus agrees that after Ocrolus provides a Report to Client, the Report will be owned only by Client, which may use it in any lawful way.
1.5.2 Client promises not to broker, sell, license, distribute, or re-distribute any Report to third parties without Ocrolus’ prior written consent. This Section 1.5.2 will survive this Agreement.
1.6 Fees; Billing.
1.6.1 Billing Terms for All Accounts.
(a) Ocrolus will invoice Client for Services, the cost of Implementation of Client's Services (if applicable), and any other initial fees as outlined in the applicable Order Form. Such invoice shall be due and payable as outlined in the Order Form. If Client does not have an Order Form and utilizes Services through the Ocrolus Site via its self-service portal, Ocrolus will invoice Client monthly in arrears for any amounts due for Services according to each type of Record processed and Client must pay the amount in the invoice in U.S. dollars within 7 calendar days after receipt of the invoice.
(b) Unless otherwise agreed in the applicable Order Form, Client agrees to pay each invoice with electronic fund transfer through the Automated Clearing House or by Stripe. If Client signs up for Services via the Ocrolus Site, then Client is required to use Stripe for invoice payment. If Client uses Stripe, Client agrees to the Stripe terms of service (located at https://stripe.com/legal/payment-terms and https://stripe.com/legal/end-users) and privacy policy (located at https://stripe.com/privacy). As a condition of Ocrolus enabling payment processing services through Stripe, Client agrees to provide Ocrolus with accurate and complete information about Client and its business, and Client authorizes Ocrolus to share that information and transaction information related to its use of the payment processing services provided by Stripe.
(c) Ocrolus reserves the right to charge Client for any Unapproved or Rejected Documents; provided, however, that those fees will be included as a separate line item on the related invoice.
(d) Unless otherwise agreed in the applicable Order Form, after the first 12-month period from the Effective Date of this Agreement, Ocrolus may increase its standard fee rates charged to Client upon at least 60 days’ prior written notice to Client, provided that: (a) such increases shall occur no more frequently than once every 12-month period, and (b) the amount of such increase shall not exceed the lesser of 1.5 times CPI or 5%.
(e) If Client fails to make any payment when due, without limiting Ocrolus’ other rights and remedies: (1) Ocrolus may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law; (2) Client shall reimburse Ocrolus for all reasonable costs incurred by Ocrolus in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Notwithstanding the foregoing, if Client, acting in good faith, disputes the accuracy of all or part of an invoice, Client must notify Ocrolus within 10 business days of receipt of the invoice in question, including the specific item(s) in dispute and the reason for the dispute. Upon receipt of that notice by Ocrolus, Ocrolus and Client must work in a commercially reasonable and expedited manner to resolve it. Client will remain responsible for payment of any undisputed or resolved invoices in accordance with this section.
1.6.2 Suspension of Services. Ocrolus shall have the right to suspend any part of the Services if (a) Client fails to make a payment in full when due, (b) Ocrolus notifies Client, and (c) Client has failed to make that payment in full within 10 business days after receipt of such notice. If Client reasonably disputes in writing any amount due to Ocrolus, Ocrolus shall not suspend the Service until after the 31st day after it received that notice. Ocrolus shall use commercially reasonable efforts to provide written notice of any suspension of Services and provide updates regarding resumption of Services following any suspension of Services.
1.7 Service Levels. Subject to the terms and conditions of this Agreement, Ocrolus shall use commercially reasonable efforts to make the Services available in accordance with the Service Levels available on Schedule 1.
SECTION 2 TERM AND TERMINATION
2.1 Unless otherwise agreed in an applicable Order Form, this Agreement will commence on the Effective Date and will continue until this Agreement is terminated or expires as provided herein.
2.2 Unless otherwise agreed in an applicable Order Form, the initial term of this Agreement is 1 year (the "Initial Term"). This Agreement will automatically renew for consecutive terms of 1 year (each, a “Renewal Term”) unless either Party, at least 45 days prior to the expiration of the then-current Initial Term or Renewal Term (each, a “Term”), provides written notice to the other Party of its intention not to renew, in which case this Agreement (and the applicable Order Form(s), as the case may be) will expire at the end of the then-current Term.
2.3 Upon termination of this Agreement, Client shall immediately cease use of the Services and Ocrolus shall provide Client with all outstanding invoices and Reports within 30 days after the date of effective notice of termination or non-renewal. Client must make a final payment to Ocrolus for all obligations owed by Client within 30 days after the receipt of the final invoice.
2.4 If Client never reaches its Go Live Date, Ocrolus may terminate the Services on at least 10 business days’ written notice to Client. Client may reinstate Services by providing Ocrolus with written notice that it would like to continue using Ocrolus Services.
2.5 Either Party may terminate the Agreement or an agreement made pursuant to and subject to the Agreement, effective immediately upon written notice to the other Party, if the other Party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, (e) Ocrolus’ provision of Services to Client is prohibited by Applicable Law, or (f) either Party materially breaches this Agreement and such breach is not cured within 30 days from notice by the non-breaching Party.
SECTION 3 CONFIDENTIALITY
3.1 General Duty. Each Party (in such capacity, the “Recipient”) agrees to maintain the confidentiality of Confidential Information (as defined below) provided by or on behalf of the other Party (in such capacity, the “Disclosing Party”) under this Agreement. Recipient agrees to take all commercially reasonable steps to prevent disclosure or dissemination of the Disclosing Party’s Confidential Information to any person or entity other than those directors, officers, employees, agents, and contractors of Recipient who have a need to know it in order to assist Recipient in performing its obligations or exercising its rights under this Agreement, and who have been made aware of and agreed to be bound by confidentiality obligations at least as restrictive as those contained in this Agreement. In addition, the Recipient must not use the Disclosing Party’s Confidential Information, or authorize others to use the Disclosing Party’s Confidential Information, for any purpose other than in connection with performing its obligations or exercising its rights under this Agreement. As used in this Agreement, “reasonable steps” means steps that a Party takes to protect its own similarly confidential or proprietary information, which steps must in no event be less than a commercially reasonable standard of care.
3.2 Definition of Confidential Information. “Confidential Information” means the terms of this Agreement and any information in any form emanating, directly or indirectly, from Disclosing Party, concerning or relating to the Disclosing Party or the business operations of the Disclosing Party, including proprietary technology and/or business plans, in each case which has been imparted to the Recipient by the Disclosing Party. “Confidential Information” includes, without limitation, all Records, Reports, improvements, ideas, discoveries, inventions, prototypes, financial information, customer information, developments, methods, techniques, engineering, know-how, trade secrets, systems, documentation, drawings, renderings, sales and marketing plans, artwork, descriptions, component specifications, information of or relating to the project for which the Recipient has received that information, whether or not that project is susceptible to patent, copyright or any other form of protection and whether or not reduced to practice, and technical or research information and software, including that in the development stage whether developed or being developed by the Disclosing Party or third parties at the request of the Disclosing Party. To the extent reasonable, all information disclosed by the Disclosing Party must be presumed to constitute Confidential Information and will be so regarded by the Recipient. “Confidential Information” does not include any information which (a) at the time of disclosure is known by the public or thereafter becomes public knowledge through no act or omission of or on behalf of the Recipient; (b) is disclosed to Recipient by third parties having a right to do so; (c) is known to the Recipient prior to disclosure; or (d) is developed independently by the Recipient without use or reference to the Disclosing Party’s Confidential Information. Confidential Information does not include Anonymized Information. To the extent either Party maintains control or possession over any Confidential Information of the other Party, the terms of this clause will continue in full force and effect for a period of 3 years after the date of expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined by Applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.
3.3 Nothing contained in this Agreement should be read (a) to imply that Ocrolus retains, or to cause Ocrolus to in fact retain, the other Party’s Confidential Information or to act in any data storage capacity for Client, or (b) limit either Party’s right to delete, destroy or otherwise purge any Confidential Information at any time.
3.4 In the event that a Recipient is required by legal or governmental process to disclose Confidential Information, Recipient must, to the extent permitted by Applicable Law, promptly notify the Disclosing Party and reasonably cooperate (at that Disclosing Party’s sole expense) to protect the Confidential Information requested from disclosure. Recipient must report to Disclosing Party, by telephone and e-mail, any unauthorized use or disclosure of Disclosing Party’s Confidential Information promptly after Disclosing Party learns of such unauthorized use or disclosure.
3.5 Client agrees and acknowledges that Ocrolus may use Confidential Information, including the Records or Reports, for internal compliance and audit purposes to ensure performance and accuracy of Record review and may share the same with third parties engaged by Ocrolus for the purpose of conducting audits, accuracy reviews, or compliance reviews who are subject to obligations of confidentiality at least as restrictive as those contained in this Agreement. Ocrolus will be responsible for any breach of the obligations of this Section 3 (Confidentiality) by any of those third parties, or their affiliates or subsidiaries, unless that third party has an agreement directly with Client with respect to the subject matter of this Agreement. Ocrolus agrees to use industry standard methods to anonymize Confidential Information used pursuant to this sub-section.
3.6 Subprocessors.
3.6.1 Client acknowledges and agrees that employees of Ocrolus East Private Limited (“Ocrolus East”), Ocrolus’ wholly owned subsidiary located in India, verify sections of Records, some of which is Confidential Information, to the extent the Services require human review. Ocrolus acknowledges and agrees that it is responsible for and liable to Client for Ocrolus East’s compliance with the terms of this Agreement, including the acts and omissions of any Ocrolus East employee in violation of Ocrolus’ obligations under this Agreement. Ocrolus must ensure that prior to receiving Confidential Information, each Ocrolus East employee has agreed to safeguard Confidential Information in a manner substantially similar to Ocrolus’ obligations under this Agreement.
3.6.2 Unless otherwise agreed between the Parties, Client gives Ocrolus a general authorization to process and subprocess Confidential Information with internal and external sub-processors to provide the Services. In the event Ocrolus engages a new sub-processor, Ocrolus shall promptly notify Client prior to engaging such new sub-processor and shall: (a) enter into a written agreement with each sub-processor containing data protection obligations that provide at least the same level of protection for Confidential Information as those in this Agreement, to the extent applicable to the nature of the service provided by such sub-processor; and (b) remain responsible for such sub-processor’s compliance with the obligations of this Agreement and for any acts or omissions of such sub-processor that cause Ocrolus to breach any of its obligations under this Agreement. A current list of Ocrolus sub-processors can be found at https://legal.ocrolus.com/#sub-processors.
SECTION 4 INFORMATION SECURITY
4.1 Ocrolus must: (a) protect the security and confidentiality of all Records, Reports, and other Confidential Information that is processed, accessed, stored, or received by Ocrolus and (b) develop, implement, and maintain a written information security program with administrative, technical, and physical safeguards to protect Records, Reports, and other Confidential Information against any unauthorized disclosure or use and any anticipated or reasonably foreseeable threats or hazards to the security or confidentiality of the Records, Reports, and other Confidential Information.
4.2 Ocrolus' information security program must comply with all applicable federal and state laws as well as industry best practices, including as it relates to firewalls, patching, and encryption of confidential data at rest and in transit.
4.3 Client agrees that it will not provide Records to Ocrolus from any country outside of the United States without the consent of Ocrolus and the Parties entering into model standard contractual clauses (or other ad hoc clauses to validate the transfer of data).
4.3 Ocrolus agrees to develop, implement and maintain adequate policies supporting Ocrolus' information security program designed to reasonably protect, in accordance with industry standards, all Records, Reports, and other Confidential Information to which it has access, against security breaches as defined in this Agreement.
4.4 Ocrolus agrees to (a) update and keep its security program current in light of changes in relevant technology; and (b) authorize only its employees and contractors who are necessary for and directly involved in the performance of its obligations under this Agreement to have access to the Records, Reports, and other Confidential Information (whether physically or through computer system access) and solely on a “need-to-know” basis.
4.5 If at any time Ocrolus discovers or otherwise becomes aware of: (a) any unauthorized access to Records, Reports, or other Confidential Information, or (b) any unauthorized intrusion or penetration involving systems or facilities under the control of Ocrolus resulting in unauthorized disclosure of Records, Reports, or other Confidential Information (each of (a) and (b), a “Security Breach”), Ocrolus must: (i) notify Client in writing of that Security Breach as soon as commercially possible, but no later than within 48 hours of when the Security Breach was confirmed, and furnish Client with the necessary details of that Security Breach; and (ii) cooperate with Client in any effort, action, or proceeding to protect the Records, Reports, and other Confidential Information and to mitigate and/or remediate the impact of the Security Breach, as Client reasonably deems necessary or as required by Applicable Law, including breach notification laws.
4.6 In the event of any Security Breach, Ocrolus must cooperate with Client and provide information that is reasonably requested in writing by Client with respect to the actions taken in response to that Security Breach and Ocrolus' compliance with the obligations set forth in this Section 4.
SECTION 5 INDEMNIFICATION AND LIABILITY
5.1 Client agrees to defend, indemnify, and hold harmless Ocrolus, its parents and affiliates, from and against all liabilities, claims, demands or suits (including reasonable attorney's fees and costs) arising from or otherwise related to: (a) Client’s use of the Services in a manner not authorized by this Agreement; (b) any gross negligence or willful misconduct by Client in performance of this Agreement; (c) Client’s breach or alleged breach of this Agreement; or (d) any claim that the Records or Client’s Confidential Information infringe the intellectual property rights of any third party.
5.2 Ocrolus agrees to defend, indemnify, and hold harmless Client, its parents and affiliates (collectively, the “Client Indemnified Parties”) against any third-party liabilities, claims, demands or suits (including reasonable attorney's fees and costs) that arise from: (a) any gross negligence or willful misconduct by Ocrolus in performance of the Services under this Agreement; (b) Ocrolus’ breach or alleged breach of this Agreement (including any Security Breach or unauthorized disclosure of Client’s Confidential Information); or (c) any claim that the use of the Services as authorized in this Agreement infringes the intellectual property rights of any third party.
5.3 In the case of any claim by Client for indemnification under sub-section5.2(c), Client agrees to provide Ocrolus with timely written notice of that claim, that Ocrolus will have sole control over the defense of such claim, and that Client will provide or procure reasonable cooperation from Client Indemnified Parties upon Ocrolus' request for any such assistance.
5.4 Should any Services become, or in Ocrolus’ opinion be likely to become, the subject of a claim by Client for indemnification under clause 5.2(c), Ocrolus agrees to, at its option: (a) procure for the Client Indemnified Parties the right to make continued use of the Services in accordance with this Agreement; (b) replace or modify the affected Services so that they become non-infringing but with substantially equivalent functionality and performance; or (c) if neither (a) nor (b) is reasonably available, terminate this Agreement and provide Client with a pro-rata refund of any prepaid unused fees.
5.5 Ocrolus will have no liability or indemnification obligations under this Agreement based on (a) use for a purpose or in a manner for which the Services were not designed; (b) use of any older version of Services software when use of a newer revision was made available by Ocrolus to Client; or (c) any use of the Services in breach of this Agreement.
5.6 Neither Party will be liable to the other for consequential, incidental, indirect, punitive, or special damages (including loss of profits, data, business, or goodwill), from any cause of action of any kind, including any action sounding in contract, tort, breach of warranty, or otherwise.
5.7 It is further agreed that each Party’s aggregate liability for direct damages in connection with a claim under this Agreement will not exceed the total amount paid or received by the respective Party in the 12 months preceding the date upon which that claim first accrued.
SECTION 6 REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1 Client Representations, Warranties and Covenants.
6.1.1 Client represents and warrants that it has full power, capacity, and authority to enter into this Agreement.
6.1.2 Client represents, warrants, and agrees that no person’s privacy rights are being or will be infringed, and no Applicable Law is being violated by providing Ocrolus with any of the information used for the Services.
6.1.3 Client agrees that it will comply in all material respects with Applicable Law in its use of the Services under this Agreement.
6.2 Ocrolus Representations, Warranties and Covenants.
6.2.1 Ocrolus represents and warrants that (a) it has full power, capacity, and authority to enter into this Agreement, and (b) it will comply in all material respects with Applicable Law in performing this Agreement.
6.2.2 Ocrolus agrees that during the Term it will (a) provide the Services in a professional and workmanlike manner, and (b) update and enhance the Services in the regular course of its business. In the event of a breach of this Section 6.2.2, Ocrolus’ initial and primary means to remedy that breach will be to re-perform any defective Service again before any further action may be taken under this Agreement.
6.3 Disclaimer of Warranties. Except as expressly provided in this Agreement, Ocrolus disclaims all warranties, express and implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by Ocrolus or its authorized representatives will create a warranty of any kind or in any way increase the scope of Ocrolus’ obligations in this Agreement. The Services may be used to access and transfer information over the internet. Client acknowledges and agrees that Ocrolus does not operate or control the internet and that unauthorized users may attempt to obtain access to and damage Client’s data, web sites, computers, or networks. Except with respect to breaches of this Agreement, Ocrolus will not be responsible for those activities. Client is responsible for preserving and making adequate backups of its data and any Records.
SECTION 7 GENERAL PROVISIONS
7.1 Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, arrangements or understandings, whether written or oral, with respect to that subject matter.
7.2 Binding Effect and Assignment. Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will inure to the benefit of, the successors and permitted assigns of the Parties. The Parties may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets. Nothing in this Agreement is intended to confer upon any Party, or their respective successors and assigns, any rights or obligations under or by reason of this Agreement, except as expressly provided herein.
7.3 Modifications.
7.3.1 Client acknowledges and agrees that Ocrolus has the right, in its sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. Client will be notified of modifications through notifications through the Services or direct email communication from Ocrolus. Client will be responsible for reviewing and becoming familiar with any such modifications.
7.3.2 Certain portions of the Services may, or may in the future, have different terms and conditions posted on the Ocrolus Site or may require you to agree with and accept additional terms and conditions. When Client use such Services and agree to the additional terms and conditions they will be incorporated into and form part of this Agreement. If there is a conflict between this Agreement and terms and conditions posted for a specific portion of the Services, the latter terms and conditions shall take precedence with respect to Client’s use of or access to that portion of the Services.
7.4 Waiver.
7.4.1 No provision of this Agreement may be waived except by a written document executed by the Party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given and will not constitute a continuing waiver.
7.4.2 No delay or omission by either Party in exercising any right, power, or privilege under this Agreement will impair that right, power, or privilege, nor will any single or partial exercise of any right, power, or privilege preclude any further exercise of that right or the exercise of any other right, power, or privilege.
7.5 Independent Contractor Status.
7.5.1 Ocrolus will act as an independent contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Ocrolus has no authority to act as agent for, or on behalf of, Client, or to represent or bind Client in any manner. Ocrolus will not be entitled to worker's compensation, retirement, insurance, or other benefits afforded to employees of Client. Client agrees to pay all sales tax on Services, and Ocrolus agrees to pay all tax associated with furnishing the Services, including taxes on income, receipts, and payroll and arising from Ocrolus doing business in any particular jurisdiction.
7.6 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) the word “or” has the inclusive meaning frequently identified with the phrase “and/or”; (c) the word “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation”; and (d) any reference in this Agreement to any statute, rule, regulation, or agreement (including this Agreement), include its form after having been amended, restated, revised, modified, supplemented, reenacted, or succeeded.
7.7 Notices.
7.7.1 The Parties agree that notices under this Agreement will be effective if and only if in writing addressed to the recipient Party at its address below (or any other address it later provides in writing), via email, or via overnight courier service or postal mail requiring the recipient’s or its agent’s signature. Email notices will be deemed received upon the sender’s receipt of a delivery or read receipt, or, in the absence of a notice to the contrary, after one day. Physical mail will be deemed received at the time it is signed for at the destination.
7.7.2 Any notices from Client to Ocrolus must be sent to our corporate headquarters at 101 Greenwich Street, Fl. 23, New York, NY 10006, Attention: Legal Department, with a copy to: legal@ocrolus.com.
7.7.3 Notwithstanding the foregoing, Client consents to receiving electronic communications from Ocrolus. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. Client agrees that any notices, agreements, disclosures, or other communications that Ocrolus sends to Client electronically will satisfy any legal communication requirements, including that such communications be in writing.
7.8 No Responsibility for Force Majeure Loss. Each Party agrees that the other Party will not be responsible for any damage resulting from force majeure events beyond the control of such other Party or its employees or agents, including the advent or escalation of wars, riots, pandemics, and natural disasters.
7.9 Choice of Law and Venue.
7.9.1 This Agreement is governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws or choice of law rules and principles.
7.9.2 The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of New York and agree that any action or proceeding relating to this Agreement must be brought exclusively in any state court of general jurisdiction in the City of New York.
7.9.3 The Parties waive any objection that either may have to the conduct of any action or proceeding in such a court based on improper venue or inconvenient forum, waive personal service of any and all process upon it, and consent that all service of process may be made by certified mail or nationally recognized courier service directed to it at the address set forth in this Agreement and that service made will be deemed to have been posted.
7.9.4 Client consents to the personal and subject matter jurisdiction of the aforementioned courts for the purpose of adjudicating any claims subject to this forum selection provision.
7.9.5 Nothing contained in this Section affects the right of any Party to serve legal process in any other manner permitted by law.
7.10 Jury Trial Waiver. In any action or proceeding commenced in connection with this Agreement, the Parties expressly and IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY.
7.11 Costs of Enforcement; Attorney’s Fees. In the event of any litigation, arbitration, or other dispute arising as a result of, in connection with, or by reason of this Agreement, the substantially prevailing Party in that dispute will be entitled to receive reimbursement and payment of all costs and expenses incurred in connection with settling or resolving that dispute, including reasonable attorneys’ fees.
7.12 Severability. Whenever possible, each provision of this Agreement must be interpreted in a manner that makes it effective and valid under Applicable Law. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without that provision, and this Agreement will be construed to the fullest extent possible as to give effect to the intentions of the provisions found to be unenforceable or invalid. The Parties agree that a court may reform that provision so that it is reasonable under the circumstances and that that provision, as reformed, will be enforceable, except that the material intent of the Parties in entering into this Agreement must not be defeated or rendered impossible by the removal of that provision from this Agreement.
7.13 Use of Name and Logo.
7.13.1 Client grants Ocrolus the right to use Client's company name and logo in marketing and sales materials, in compliance with any brand guidelines provided to Ocrolus by Client, solely to identify Client as a customer of Ocrolus.
7.13.2 If Client has a Savings Plan (as outlined in an applicable Order Form), Ocrolus hereby grants Client the express right to use Ocrolus’ company name and logo, in compliance with any brand guidelines provided to Client by Ocrolus, solely to identify Ocrolus as a provider of services to Client.
7.13.3 Other than as expressly stated in this Agreement, neither Party will use the other Party's names, marks, or logos without the prior written permission of the other Party.
7.14 Surviving Provisions. Any of the provisions in this Agreement which expressly or impliedly by their nature should survive this Agreement will survive.
7.14.1 Further Actions; Recordation. Each Party and its permitted assigns and transferees agrees to execute, acknowledge, and deliver additional documents, and take further actions as may be required, from time to time, to carry out each of the provisions and the intent of this Agreement and every agreement or document relating to or entered into connection with this Agreement.
7.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will constitute one and the same document.
7.16 Electronic Signature. This Agreement and any other documents to be delivered in connection with it may be electronically signed, and any electronic signatures appearing on this Agreement or other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
SCHEDULE 1
SERVICE LEVEL AGREEMENT
This Schedule 1 is the Service Level Agreement (“SLA”) between Ocrolus and Client.
1. Definitions. The following capitalized terms have the meaning set forth below:
a. “Downtime” means more than a 5% Error Rate, or complete lack of external connectivity to the service. Downtime is measured based on server-side Error Rate.
b. “Error Rate” means the number of Valid Requests that result in a response with HTTP Status 5XX divided by the total number of Valid Requests during that period.
c. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of continuous 5-minute periods of Downtime during the month.
d. “Service Credits” means the corresponding amounts that may be due from Ocrolus to Client if the Service Levels are not achieved in a given month.
e. “Service Deficiency” means an instance in which Ocrolus fails to meet one or more Service Levels.
f. “Turnaround Time” for a Service means the time elapsed between (i) Ocrolus’ receipt of the relevant Records, properly submitted between the hours of 8:00 a.m. and 8:00 p.m. Eastern Standard Time, Monday through Friday (excluding U.S. federal holidays) and (ii) delivery of the Services.
g. “Valid Request” means a request that conforms to the protocol for use of the Services set out at https://docs.ocrolus.com/, and that would normally result in a non-error response.
2. Service Levels.
a. Uptime. Ocrolus agrees that during the Term of this Agreement, Ocrolus will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99%, in each case during any monthly billing cycle (“Uptime”).Uptime reports of availability are currently available at https://status.ocrolus.com/.
b. Turnaround Time. Ocrolus agrees that during the Term of this Agreement, it will use commercially reasonable efforts to deliver at least 90% of Reports to Client within the time frame agreed to in the applicable Order Form for the corresponding type of Record (“Turnaround Time”). For the avoidance of doubt, any bespoke Services, analytics, or reporting not documented in an Order Form but provided by Ocrolus for Client will not be included in Turnaround Time.
c. Scheduled Maintenance. Ocrolus may schedule periods when the Services or its software will be unavailable, in order to improve, repair or otherwise maintain the Services (“Scheduled Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 1 week in advance of upgrades, maintenance and other planned activities that may result in a material interruption in Service. Ocrolus will perform its Scheduled Maintenance only on Saturday between 12:01 a.m. and 7:00 a.m. Eastern Standard Time and Sunday before 7:00 a.m. and after 7:00 p.m. Eastern StandardTime.
d. Emergency Maintenance. On occasion, emergency maintenance may be required to address material security-related issues or technical problems that would impact the availability of the Services, resolution of which cannot wait until or be remedied during Scheduled Maintenance (“Emergency Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 2 hours in advance of any Emergency Maintenance. Ocrolus will also promptly notify Client of the Emergency Maintenance and actions being taken in the course of that Emergency Maintenance once Ocrolus becomes aware of an occasion requiring Emergency Maintenance.
3. Service Credits.
a. Service Credit Amount. In the event that Uptime or Turnaround Time (collectively, the “Service Levels”) in any given month falls below the levels outlined in Section 2(a) or 2(b) above, then within 30 days after the end of the applicable month, Client may request the corresponding Service Credit which shall be applied to those Reports that do not meet the Service Levels.
b. Claims for Service Credit. Client must make claims for a Service Credit to Ocrolus’ customer support organization in writing. Ocrolus must investigate the claim and must respond back to Client within 14 calendar days after receipt of the claim. Ocrolus’ response must either (i) accept the validity of the claim, or (ii) dispute the claim, including supporting details and documentation. In case of a dispute, the Parties will seek to resolve it promptly in good faith.
c. Use of Service Credits. Service Credits lack cash value, but Ocrolus will apply each Service Credit to one or more future invoices for the same Service. Service Credits cannot be applied to amounts due for other Services.Client’s sole and exclusive remedy, and Ocrolus’ sole and exclusive liability, in the event of a Service Deficiency will be application of the Service Credits in accordance with the terms of this SLA.
d. Any Service Credits for a Service Deficiency will be calculated as a percentage of the monthly pro rata share of the Client’s Savings Plan as follows:
Monthly Uptime Percentage | Service Credit |
| 99.00% or higher | None |
| 98.00%-98.99% | 10% |
| 95.00%-97.99% | 15% |
| Under 95.00% | 20% |
Monthly Percentage of Reports Delivered Within Turnaround Time | Service Credit |
| 90.00% or higher | None |
| 89.99%-80.00% | 10% |
| 79.99%-70.00% | 15% |
| Under 70.00% | 20% |
4. Service Level Agreement Exclusions. Client agrees that Ocrolus will not be deemed to have failed to meet a Service Level because of a Service’s unavailability, suspension, or termination caused by events beyond the reasonable control of Ocrolus. These include, without limitation:
a. Natural disasters, acts of terrorism, riots, insurrections, epidemics, pandemics, wars, extraordinary governmental actions, ISP provider failures or delays, and any other event reasonably considered to be an event of force majeure;
b. Actions or inactions of Client or any third party not controlled by Ocrolus;
c. Failures that result from Client’s equipment, software or other technology and/or third party equipment, software or other technology;
d. Those that result from an extraordinary submission of Records on a daily basis beyond 120% of average daily Client volume, as determined on a rolling average of the 12 weeks ending before; or
e. Arising from non-payment or late payment of an undisputed invoice, or suspension or termination of Client’s right to use the Services because of its breach of this Agreement.
SCHEDULE 2
1. Definitions. Capitalized terms in the Agreement have the meaning set forth below:
A. “Applicable Law” means any foreign, federal, state, or local law, rule or regulation: (i) applicable to Client in its use of the Services or providing the Records to Ocrolus, in each case as detailed in this Agreement; or (ii) applicable to Ocrolus in providing the Services to Client.
B. “Complete" (when referring to the Services) means that the Services use a combination of machine learning and human-in-the-loop functionality.
C. “CPI” means the Consumer Price Index for all Urban Consumers published by the Bureau of Labor Statistics, or its nearest equivalent as mutually agreed by the Parties if not so published.
D. “Go Live Date" means: (a) for web application Services, the date the Client account administrator first logs into the Ocrolus platform; or (b) for API Services, the date Client completes Implementation and submits to Ocrolus its first Records for processing.
E. "Implementation” means the setup, testing, integration (e.g., APIs), and any other onboarding services as provided in an Order Form that Ocrolus will complete to enter, import, or otherwise provide for the entry of data into the Ocrolus platform and the provision of Services.
F. "Instant" (when referring to the Services) means that the Services do not use human-in-the-loop functionality.
G. “Ocrolus Site” means the website located at www.ocrolus.com (or other re-directed links that are hosted or maintained by Ocrolus).
H. “Order Form” means an ordering document specifying the specific Services to be provided under the Agreement.
I. "Savings Plan" means the dollar amount Client is pre-paying for each Record processed for Services.
J. “Subscription Start Date” means: (i)the first calendar day of the month in whichClient begins use of the Services, or (ii) as otherwise outlined on an Order Form.
K. “Unapproved or Rejected Documents” means any documentation or images uploaded to the Services that are not supported by the Ocrolus system and are not listed as supported documents at https://docs.ocrolus.com/docs/forms-directory.
[End of Agreement]
Effective February 1st 2024 to April 17th 2024
DownloadTable of Contents
This Master Service Agreement (this “Agreement”) is made between Ocrolus Inc. (“Ocrolus”) and the party accepting this Agreement (“Client,” each being a “Party”). Ocrolus provides tools for parsing, searching, analyzing, and summarizing data (the “Services”), reducing the need for manual review. Client is engaging Ocrolus to review documents provided by its applicants and customers who in each case are businesses or individuals resident in the United States of America (each a “Record” and collectively, “Records”). Capitalized terms not defined in the body of this Agreement have the meaning ascribed in Schedule 2.
This Agreement provides the framework for provision of the Services. If you are an existing Ocrolus customer and you have a negotiated master services agreement and/or order form in place for the provision of the Services (“Existing Agreement”), the terms of the Existing Agreement shall apply unless otherwise agreed by the Parties.
THIS AGREEMENT TAKES EFFECT WHEN CLIENT CLICKS A BOX INDICATING ACCEPTANCE OR SIGNS AN ORDER FORM WITH A HYPERLINK OR REFERENCE TO THIS AGREEMENT (THE “EFFECTIVE DATE”). IF CLIENT REGISTERS FOR A FREE TRIAL OF THE SERVICES ON THE OCROLUS SITE THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT CLIENT: (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS. CLIENT MAY NOT ACCESS OR USE THE SERVICES IF IT DOES NOT AGREE TO THESE TERMS.
SECTION 1 SERVICES
1.1 Services, Reports, and Order Forms.
1.1.1 The Parties expect the Services to include (a) Ocrolus processing the Records transferred by Client, and (b) Ocrolus producing one or more agreed-upon reports (each, a “Report”).
1.1.2 If Client enters into an Order Form with Ocrolus and the terms and conditions of the Order Form conflict with this Agreement, the Order Form will control.
1.2 Client Service. Ocrolus shall provide customer service to Client from 9:00 a.m. to 6:00 p.m. Eastern Standard Time, Monday through Friday, excluding U.S. federal holidays.
1.3 Access to Services and Restrictions.
1.3.1 Subject to and conditioned on Client’s compliance with all terms and conditions set forth in this Agreement, Ocrolus grants Client a limited, revocable, non-exclusive, worldwide, royalty-free (other than fees payable under this Agreement), non-transferable, non-sublicensable license to access and use the Services solely for Client’s own internal business purposes.
1.3.2 Except as expressly authorized by this Agreement, Client agrees not to, and not to allow any end user under its employ to, (a) grant any third party not under the control of Client access to or permission to use the Services, (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive any trade secrets embodied in the Services, (c) use the Services to violate any Applicable Law, (d) copy, modify, or create derivative works of the Services, in whole or in part, (e) remove any proprietary notices from the Services, (f) white label or resell the Services in any of Client’s own offerings, applications, or websites, or (g) attempt to cloak or conceal Client’s identity when requesting authorization to use the Services.
1.3.3 Client will comply with all terms and conditions of this Agreement, all Applicable Law, rules, and regulations, and all guidelines, standards, and requirements that may be communicated to Client. In addition, Client will not use the Services in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in items or software used for any illegal activities.
1.3.4 If Client registers for a free trial of the Services, Ocrolus will make one or more Services available to Client on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Client registered to use the applicable Services, or (b) the Subscription Start Date of any purchased Services ordered by Client. Additional trial terms and conditions may appear on the trial registration web page and are incorporated herein by reference.
1.3.5 Except for the limited right and licenses granted herein, Ocrolus retains all right, title, and interest (including all intellectual property and proprietary rights) in and to the Services, all copies, modifications, and derivative works thereof (including all intellectual property and proprietary rights involved in the development of additional Services).
1.4 Use of Records; Anonymized Information.
1.4.1 “Anonymized Information” means information based on or derived from Records or other materials provided by Client to Ocrolus that:
(a) combines information about multiple individuals; and
(b) does not specifically identify any individual; or
(c) has been transformed to the point where it cannot be used to identify any individual.
1.4.2 Client agrees that Ocrolus will own all rights, title, and interest, including intellectual property rights, in and to Anonymized Information based on or derived from its Records. Client also agrees that Ocrolus may continue to use that Anonymized Information indefinitely.
1.4.3 Client grants Ocrolus a limited, non-exclusive, royalty-free license to use all of the materials and Records it provides pursuant to this Agreement, which license will enable Ocrolus to discharge its obligations under this Agreement.
1.4.4 Client agrees to obtain all rights, permissions, and authorizations, if any, from third parties required to provide the Records to Ocrolus.
1.4.5 [RESERVED].
1.4.6 Notwithstanding the foregoing, Ocrolus may use Anonymized Information to monitor the effectiveness of its Services and for improvement and development of additional Services.
1.4.7 This Section 1.4 will survive this Agreement.
1.5 Ownership of Reports.
1.5.1 Ocrolus agrees that after Ocrolus provides a Report to Client, the Report will be owned only by Client, which may use it in any lawful way.
1.5.2 Client promises not to broker, sell, license, distribute, or re-distribute any Report to third parties without Ocrolus’ prior written consent. This Section 1.5.2 will survive this Agreement.
1.6 Fees; Billing.
1.6.1 Billing Terms for All Accounts.
(a) Ocrolus will invoice Client for Services, the cost of Implementation of Client's Services (if applicable), and any other initial fees as outlined in the applicable Order Form. Such invoice shall be due and payable as outlined in the Order Form. If Client does not have an Order Form and utilizes Services through the Ocrolus Site via its self-service portal, Ocrolus will invoice Client monthly in arrears for any amounts due for Services according to each type of Record processed and Client must pay the amount in the invoice in U.S. dollars within 7 calendar days after receipt of the invoice.
(b) Unless otherwise agreed in the applicable Order Form, Client agrees to pay each invoice with electronic fund transfer through the Automated Clearing House or by Stripe. If Client signs up for Services via the Ocrolus Site, then Client is required to use Stripe for invoice payment. If Client uses Stripe, Client agrees to the Stripe terms of service (located at https://stripe.com/legal/payment-terms and https://stripe.com/legal/end-users) and privacy policy (located at https://stripe.com/privacy). As a condition of Ocrolus enabling payment processing services through Stripe, Client agrees to provide Ocrolus with accurate and complete information about Client and its business, and Client authorizes Ocrolus to share that information and transaction information related to its use of the payment processing services provided by Stripe.
(c) Ocrolus reserves the right to charge Client for any Unapproved or Rejected Documents; provided, however, that those fees will be included as a separate line item on the related invoice.
(d) Unless otherwise agreed in the applicable Order Form, after the first 12-month period from the Effective Date of this Agreement, Ocrolus may increase its standard fee rates charged to Client upon at least 60 days’ prior written notice to Client, provided that: (a) such increases shall occur no more frequently than once every 12-month period, and (b) the amount of such increase shall not exceed the lesser of 1.5 times CPI or 5%.
(e) If Client fails to make any payment when due, without limiting Ocrolus’ other rights and remedies: (1) Ocrolus may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law; (2) Client shall reimburse Ocrolus for all reasonable costs incurred by Ocrolus in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Notwithstanding the foregoing, if Client, acting in good faith, disputes the accuracy of all or part of an invoice, Client must notify Ocrolus within 10 business days of receipt of the invoice in question, including the specific item(s) in dispute and the reason for the dispute. Upon receipt of that notice by Ocrolus, Ocrolus and Client must work in a commercially reasonable and expedited manner to resolve it. Client will remain responsible for payment of any undisputed or resolved invoices in accordance with this section.
1.6.2 Suspension of Services. Ocrolus shall have the right to suspend any part of the Services if (a) Client fails to make a payment in full when due, (b) Ocrolus notifies Client, and (c) Client has failed to make that payment in full within 10 business days after receipt of such notice. If Client reasonably disputes in writing any amount due to Ocrolus, Ocrolus shall not suspend the Service until after the 31st day after it received that notice. Ocrolus shall use commercially reasonable efforts to provide written notice of any suspension of Services and provide updates regarding resumption of Services following any suspension of Services.
1.7 Service Levels. Subject to the terms and conditions of this Agreement, Ocrolus shall use commercially reasonable efforts to make the Services available in accordance with the Service Levels available on Schedule 1.
SECTION 2 TERM AND TERMINATION
2.1 Unless otherwise agreed in an applicable Order Form, this Agreement will commence on the Effective Date and will continue until this Agreement is terminated or expires as provided herein.
2.2 Unless otherwise agreed in an applicable Order Form, the initial term of this Agreement is 1 year (the "Initial Term"). This Agreement will automatically renew for consecutive terms of 1 year (each, a “Renewal Term”) unless either Party, at least 45 days prior to the expiration of the then-current Initial Term or Renewal Term (each, a “Term”), provides written notice to the other Party of its intention not to renew, in which case this Agreement (and the applicable Order Form(s), as the case may be) will expire at the end of the then-current Term.
2.3 Upon termination of this Agreement, Client shall immediately cease use of the Services and Ocrolus shall provide Client with all outstanding invoices and Reports within 30 days after the date of effective notice of termination or non-renewal. Client must make a final payment to Ocrolus for all obligations owed by Client within 30 days after the receipt of the final invoice.
2.4 If Client never reaches its Go Live Date, Ocrolus may terminate the Services on at least 10 business days’ written notice to Client. Client may reinstate Services by providing Ocrolus with written notice that it would like to continue using Ocrolus Services.
2.5 Either Party may terminate the Agreement or an agreement made pursuant to and subject to the Agreement, effective immediately upon written notice to the other Party, if the other Party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, (e) Ocrolus’ provision of Services to Client is prohibited by Applicable Law, or (f) either Party materially breaches this Agreement and such breach is not cured within 30 days from notice by the non-breaching Party.
SECTION 3 CONFIDENTIALITY
3.1 General Duty. Each Party (in such capacity, the “Recipient”) agrees to maintain the confidentiality of Confidential Information (as defined below) provided by or on behalf of the other Party (in such capacity, the “Disclosing Party”) under this Agreement. Recipient agrees to take all commercially reasonable steps to prevent disclosure or dissemination of the Disclosing Party’s Confidential Information to any person or entity other than those directors, officers, employees, agents, and contractors of Recipient who have a need to know it in order to assist Recipient in performing its obligations or exercising its rights under this Agreement, and who have been made aware of and agreed to be bound by confidentiality obligations at least as restrictive as those contained in this Agreement. In addition, the Recipient must not use the Disclosing Party’s Confidential Information, or authorize others to use the Disclosing Party’s Confidential Information, for any purpose other than in connection with performing its obligations or exercising its rights under this Agreement. As used in this Agreement, “reasonable steps” means steps that a Party takes to protect its own similarly confidential or proprietary information, which steps must in no event be less than a commercially reasonable standard of care.
3.2 Definition of Confidential Information. “Confidential Information” means the terms of this Agreement and any information in any form emanating, directly or indirectly, from Disclosing Party, concerning or relating to the Disclosing Party or the business operations of the Disclosing Party, including proprietary technology and/or business plans, in each case which has been imparted to the Recipient by the Disclosing Party. “Confidential Information” includes, without limitation, all Records, Reports, improvements, ideas, discoveries, inventions, prototypes, financial information, customer information, developments, methods, techniques, engineering, know-how, trade secrets, systems, documentation, drawings, renderings, sales and marketing plans, artwork, descriptions, component specifications, information of or relating to the project for which the Recipient has received that information, whether or not that project is susceptible to patent, copyright or any other form of protection and whether or not reduced to practice, and technical or research information and software, including that in the development stage whether developed or being developed by the Disclosing Party or third parties at the request of the Disclosing Party. To the extent reasonable, all information disclosed by the Disclosing Party must be presumed to constitute Confidential Information and will be so regarded by the Recipient. “Confidential Information” does not include any information which (a) at the time of disclosure is known by the public or thereafter becomes public knowledge through no act or omission of or on behalf of the Recipient; (b) is disclosed to Recipient by third parties having a right to do so; (c) is known to the Recipient prior to disclosure; or (d) is developed independently by the Recipient without use or reference to the Disclosing Party’s Confidential Information. Confidential Information does not include Anonymized Information. To the extent either Party maintains control or possession over any Confidential Information of the other Party, the terms of this clause will continue in full force and effect for a period of 3 years after the date of expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined by Applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.
3.3 Nothing contained in this Agreement should be read (a) to imply that Ocrolus retains, or to cause Ocrolus to in fact retain, the other Party’s Confidential Information or to act in any data storage capacity for Client, or (b) limit either Party’s right to delete, destroy or otherwise purge any Confidential Information at any time.
3.4 In the event that a Recipient is required by legal or governmental process to disclose Confidential Information, Recipient must, to the extent permitted by Applicable Law, promptly notify the Disclosing Party and reasonably cooperate (at that Disclosing Party’s sole expense) to protect the Confidential Information requested from disclosure. Recipient must report to Disclosing Party, by telephone and e-mail, any unauthorized use or disclosure of Disclosing Party’s Confidential Information promptly after Disclosing Party learns of such unauthorized use or disclosure.
3.5 Client agrees and acknowledges that Ocrolus may use Confidential Information, including the Records or Reports, for internal compliance and audit purposes to ensure performance and accuracy of Record review and may share the same with third parties engaged by Ocrolus for the purpose of conducting audits, accuracy reviews, or compliance reviews who are subject to obligations of confidentiality at least as restrictive as those contained in this Agreement. Ocrolus will be responsible for any breach of the obligations of this Section 3 (Confidentiality) by any of those third parties, or their affiliates or subsidiaries, unless that third party has an agreement directly with Client with respect to the subject matter of this Agreement. Ocrolus agrees to use industry standard methods to anonymize Confidential Information used pursuant to this sub-section.
3.6 Subprocessors.
3.6.1 Client acknowledges and agrees that employees of Ocrolus East Private Limited (“Ocrolus East”), Ocrolus’ wholly owned subsidiary located in India, verify sections of Records, some of which is Confidential Information, to the extent the Services require human review. Ocrolus acknowledges and agrees that it is responsible for and liable to Client for Ocrolus East’s compliance with the terms of this Agreement, including the acts and omissions of any Ocrolus East employee in violation of Ocrolus’ obligations under this Agreement. Ocrolus must ensure that prior to receiving Confidential Information, each Ocrolus East employee has agreed to safeguard Confidential Information in a manner substantially similar to Ocrolus’ obligations under this Agreement.
3.6.2 Unless otherwise agreed between the Parties, Client gives Ocrolus a general authorization to process and subprocess Confidential Information with internal and external sub-processors to provide the Services. In the event Ocrolus engages a new sub-processor, Ocrolus shall promptly notify Client prior to engaging such new sub-processor and shall: (a) enter into a written agreement with each sub-processor containing data protection obligations that provide at least the same level of protection for Confidential Information as those in this Agreement, to the extent applicable to the nature of the service provided by such sub-processor; and (b) remain responsible for such sub-processor’s compliance with the obligations of this Agreement and for any acts or omissions of such sub-processor that cause Ocrolus to breach any of its obligations under this Agreement. A current list of Ocrolus sub-processors can be found at https://legal.ocrolus.com/#sub-processors.
SECTION 4 INFORMATION SECURITY
4.1 Ocrolus must: (a) protect the security and confidentiality of all Records, Reports, and other Confidential Information that is processed, accessed, stored, or received by Ocrolus and (b) develop, implement, and maintain a written information security program with administrative, technical, and physical safeguards to protect Records, Reports, and other Confidential Information against any unauthorized disclosure or use and any anticipated or reasonably foreseeable threats or hazards to the security or confidentiality of the Records, Reports, and other Confidential Information.
4.2 Ocrolus' information security program must comply with all applicable federal and state laws as well as industry best practices, including as it relates to firewalls, patching, and encryption of confidential data at rest and in transit.
4.3 Client agrees that it will not provide Records to Ocrolus from any country outside of the United States without the consent of Ocrolus and the Parties entering into model standard contractual clauses (or other ad hoc clauses to validate the transfer of data).
4.3 Ocrolus agrees to develop, implement and maintain adequate policies supporting Ocrolus' information security program designed to reasonably protect, in accordance with industry standards, all Records, Reports, and other Confidential Information to which it has access, against security breaches as defined in this Agreement.
4.4 Ocrolus agrees to (a) update and keep its security program current in light of changes in relevant technology; and (b) authorize only its employees and contractors who are necessary for and directly involved in the performance of its obligations under this Agreement to have access to the Records, Reports, and other Confidential Information (whether physically or through computer system access) and solely on a “need-to-know” basis.
4.5 If at any time Ocrolus discovers or otherwise becomes aware of: (a) any unauthorized access to Records, Reports, or other Confidential Information, or (b) any unauthorized intrusion or penetration involving systems or facilities under the control of Ocrolus resulting in unauthorized disclosure of Records, Reports, or other Confidential Information (each of (a) and (b), a “Security Breach”), Ocrolus must: (i) notify Client in writing of that Security Breach as soon as commercially possible, but no later than within 48 hours of when the Security Breach was confirmed, and furnish Client with the necessary details of that Security Breach; and (ii) cooperate with Client in any effort, action, or proceeding to protect the Records, Reports, and other Confidential Information and to mitigate and/or remediate the impact of the Security Breach, as Client reasonably deems necessary or as required by Applicable Law, including breach notification laws.
4.6 In the event of any Security Breach, Ocrolus must cooperate with Client and provide information that is reasonably requested in writing by Client with respect to the actions taken in response to that Security Breach and Ocrolus' compliance with the obligations set forth in this Section 4.
SECTION 5 INDEMNIFICATION AND LIABILITY
5.1 Client agrees to defend, indemnify, and hold harmless Ocrolus, its parents and affiliates, from and against all liabilities, claims, demands or suits (including reasonable attorney's fees and costs) arising from or otherwise related to: (a) Client’s use of the Services in a manner not authorized by this Agreement; (b) any gross negligence or willful misconduct by Client in performance of this Agreement; (c) Client’s breach or alleged breach of this Agreement; or (d) any claim that the Records or Client’s Confidential Information infringe the intellectual property rights of any third party.
5.2 Ocrolus agrees to defend, indemnify, and hold harmless Client, its parents and affiliates (collectively, the “Client Indemnified Parties”) against any third-party liabilities, claims, demands or suits (including reasonable attorney's fees and costs) that arise from: (a) any gross negligence or willful misconduct by Ocrolus in performance of the Services under this Agreement; (b) Ocrolus’ breach or alleged breach of this Agreement (including any Security Breach or unauthorized disclosure of Client’s Confidential Information); or (c) any claim that the use of the Services as authorized in this Agreement infringes the intellectual property rights of any third party.
5.3 In the case of any claim by Client for indemnification under sub-section5.2(c), Client agrees to provide Ocrolus with timely written notice of that claim, that Ocrolus will have sole control over the defense of such claim, and that Client will provide or procure reasonable cooperation from Client Indemnified Parties upon Ocrolus' request for any such assistance.
5.4 Should any Services become, or in Ocrolus’ opinion be likely to become, the subject of a claim by Client for indemnification under clause 5.2(c), Ocrolus agrees to, at its option: (a) procure for the Client Indemnified Parties the right to make continued use of the Services in accordance with this Agreement; (b) replace or modify the affected Services so that they become non-infringing but with substantially equivalent functionality and performance; or (c) if neither (a) nor (b) is reasonably available, terminate this Agreement and provide Client with a pro-rata refund of any prepaid unused fees.
5.5 Ocrolus will have no liability or indemnification obligations under this Agreement based on (a) use for a purpose or in a manner for which the Services were not designed; (b) use of any older version of Services software when use of a newer revision was made available by Ocrolus to Client; or (c) any use of the Services in breach of this Agreement.
5.6 Neither Party will be liable to the other for consequential, incidental, indirect, punitive, or special damages (including loss of profits, data, business, or goodwill), from any cause of action of any kind, including any action sounding in contract, tort, breach of warranty, or otherwise.
5.7 It is further agreed that each Party’s aggregate liability for direct damages in connection with a claim under this Agreement will not exceed the total amount paid or received by the respective Party in the 12 months preceding the date upon which that claim first accrued.
SECTION 6 REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1 Client Representations, Warranties and Covenants.
6.1.1 Client represents and warrants that it has full power, capacity, and authority to enter into this Agreement.
6.1.2 Client represents, warrants, and agrees that no person’s privacy rights are being or will be infringed, and no Applicable Law is being violated by providing Ocrolus with any of the information used for the Services.
6.1.3 Client agrees that it will comply in all material respects with Applicable Law in its use of the Services under this Agreement.
6.2 Ocrolus Representations, Warranties and Covenants.
6.2.1 Ocrolus represents and warrants that (a) it has full power, capacity, and authority to enter into this Agreement, and (b) it will comply in all material respects with Applicable Law in performing this Agreement.
6.2.2 Ocrolus agrees that during the Term it will (a) provide the Services in a professional and workmanlike manner, and (b) update and enhance the Services in the regular course of its business. In the event of a breach of this Section 6.2.2, Ocrolus’ initial and primary means to remedy that breach will be to re-perform any defective Service again before any further action may be taken under this Agreement.
6.3 Disclaimer of Warranties. Except as expressly provided in this Agreement, Ocrolus disclaims all warranties, express and implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by Ocrolus or its authorized representatives will create a warranty of any kind or in any way increase the scope of Ocrolus’ obligations in this Agreement. The Services may be used to access and transfer information over the internet. Client acknowledges and agrees that Ocrolus does not operate or control the internet and that unauthorized users may attempt to obtain access to and damage Client’s data, web sites, computers, or networks. Except with respect to breaches of this Agreement, Ocrolus will not be responsible for those activities. Client is responsible for preserving and making adequate backups of its data and any Records.
SECTION 7 GENERAL PROVISIONS
7.1 Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, arrangements or understandings, whether written or oral, with respect to that subject matter.
7.2 Binding Effect and Assignment. Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will inure to the benefit of, the successors and permitted assigns of the Parties. The Parties may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets. Nothing in this Agreement is intended to confer upon any Party, or their respective successors and assigns, any rights or obligations under or by reason of this Agreement, except as expressly provided herein.
7.3 Modifications.
7.3.1 Client acknowledges and agrees that Ocrolus has the right, in its sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. Client will be notified of modifications through notifications through the Services or direct email communication from Ocrolus. Client will be responsible for reviewing and becoming familiar with any such modifications.
7.3.2 Certain portions of the Services may, or may in the future, have different terms and conditions posted on the Ocrolus Site or may require you to agree with and accept additional terms and conditions. When Client use such Services and agree to the additional terms and conditions they will be incorporated into and form part of this Agreement. If there is a conflict between this Agreement and terms and conditions posted for a specific portion of the Services, the latter terms and conditions shall take precedence with respect to Client’s use of or access to that portion of the Services.
7.4 Waiver.
7.4.1 No provision of this Agreement may be waived except by a written document executed by the Party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given and will not constitute a continuing waiver.
7.4.2 No delay or omission by either Party in exercising any right, power, or privilege under this Agreement will impair that right, power, or privilege, nor will any single or partial exercise of any right, power, or privilege preclude any further exercise of that right or the exercise of any other right, power, or privilege.
7.5 Independent Contractor Status.
7.5.1 Ocrolus will act as an independent contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Ocrolus has no authority to act as agent for, or on behalf of, Client, or to represent or bind Client in any manner. Ocrolus will not be entitled to worker's compensation, retirement, insurance, or other benefits afforded to employees of Client. Client agrees to pay all sales tax on Services, and Ocrolus agrees to pay all tax associated with furnishing the Services, including taxes on income, receipts, and payroll and arising from Ocrolus doing business in any particular jurisdiction.
7.6 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) the word “or” has the inclusive meaning frequently identified with the phrase “and/or”; (c) the word “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation”; and (d) any reference in this Agreement to any statute, rule, regulation, or agreement (including this Agreement), include its form after having been amended, restated, revised, modified, supplemented, reenacted, or succeeded.
7.7 Notices.
7.7.1 The Parties agree that notices under this Agreement will be effective if and only if in writing addressed to the recipient Party at its address below (or any other address it later provides in writing), via email, or via overnight courier service or postal mail requiring the recipient’s or its agent’s signature. Email notices will be deemed received upon the sender’s receipt of a delivery or read receipt, or, in the absence of a notice to the contrary, after one day. Physical mail will be deemed received at the time it is signed for at the destination.
7.7.2 Any notices from Client to Ocrolus must be sent to our corporate headquarters at 101 Greenwich Street, Fl. 23, New York, NY 10006, Attention: Legal Department, with a copy to: legal@ocrolus.com.
7.7.3 Notwithstanding the foregoing, Client consents to receiving electronic communications from Ocrolus. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. Client agrees that any notices, agreements, disclosures, or other communications that Ocrolus sends to Client electronically will satisfy any legal communication requirements, including that such communications be in writing.
7.8 No Responsibility for Force Majeure Loss. Each Party agrees that the other Party will not be responsible for any damage resulting from force majeure events beyond the control of such other Party or its employees or agents, including the advent or escalation of wars, riots, pandemics, and natural disasters.
7.9 Choice of Law and Venue.
7.9.1 This Agreement is governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws or choice of law rules and principles.
7.9.2 The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of New York and agree that any action or proceeding relating to this Agreement must be brought exclusively in any state court of general jurisdiction in the City of New York.
7.9.3 The Parties waive any objection that either may have to the conduct of any action or proceeding in such a court based on improper venue or inconvenient forum, waive personal service of any and all process upon it, and consent that all service of process may be made by certified mail or nationally recognized courier service directed to it at the address set forth in this Agreement and that service made will be deemed to have been posted.
7.9.4 Client consents to the personal and subject matter jurisdiction of the aforementioned courts for the purpose of adjudicating any claims subject to this forum selection provision.
7.9.5 Nothing contained in this Section affects the right of any Party to serve legal process in any other manner permitted by law.
7.10 Jury Trial Waiver. In any action or proceeding commenced in connection with this Agreement, the Parties expressly and IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY.
7.11 Costs of Enforcement; Attorney’s Fees. In the event of any litigation, arbitration, or other dispute arising as a result of, in connection with, or by reason of this Agreement, the substantially prevailing Party in that dispute will be entitled to receive reimbursement and payment of all costs and expenses incurred in connection with settling or resolving that dispute, including reasonable attorneys’ fees.
7.12 Severability. Whenever possible, each provision of this Agreement must be interpreted in a manner that makes it effective and valid under Applicable Law. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without that provision, and this Agreement will be construed to the fullest extent possible as to give effect to the intentions of the provisions found to be unenforceable or invalid. The Parties agree that a court may reform that provision so that it is reasonable under the circumstances and that that provision, as reformed, will be enforceable, except that the material intent of the Parties in entering into this Agreement must not be defeated or rendered impossible by the removal of that provision from this Agreement.
7.13 Use of Name and Logo.
7.13.1 Client grants Ocrolus the right to use Client's company name and logo in marketing and sales materials, in compliance with any brand guidelines provided to Ocrolus by Client, solely to identify Client as a customer of Ocrolus.
7.13.2 If Client has a Savings Plan (as outlined in an applicable Order Form), Ocrolus hereby grants Client the express right to use Ocrolus’ company name and logo, in compliance with any brand guidelines provided to Client by Ocrolus, solely to identify Ocrolus as a provider of services to Client.
7.13.3 Other than as expressly stated in this Agreement, neither Party will use the other Party's names, marks, or logos without the prior written permission of the other Party.
7.14 Surviving Provisions. Any of the provisions in this Agreement which expressly or impliedly by their nature should survive this Agreement will survive.
7.14.1 Further Actions; Recordation. Each Party and its permitted assigns and transferees agrees to execute, acknowledge, and deliver additional documents, and take further actions as may be required, from time to time, to carry out each of the provisions and the intent of this Agreement and every agreement or document relating to or entered into connection with this Agreement.
7.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will constitute one and the same document.
7.16 Electronic Signature. This Agreement and any other documents to be delivered in connection with it may be electronically signed, and any electronic signatures appearing on this Agreement or other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
SCHEDULE 1
SERVICE LEVEL AGREEMENT
This Schedule 1 is the Service Level Agreement (“SLA”) between Ocrolus and Client.
1. Definitions. The following capitalized terms have the meaning set forth below:
a. “Downtime” means more than a 5% Error Rate, or complete lack of external connectivity to the service. Downtime is measured based on server-side Error Rate.
b. “Error Rate” means the number of Valid Requests that result in a response with HTTP Status 5XX divided by the total number of Valid Requests during that period.
c. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of continuous 5-minute periods of Downtime during the month.
d. “Service Credits” means the corresponding amounts that may be due from Ocrolus to Client if the Service Levels are not achieved in a given month.
e. “Service Deficiency” means an instance in which Ocrolus fails to meet one or more Service Levels.
f. “Turnaround Time” for a Service means the time elapsed between (i) Ocrolus’ receipt of the relevant Records, properly submitted between the hours of 8:00 a.m. and 8:00 p.m. Eastern Standard Time, Monday through Friday (excluding U.S. federal holidays) and (ii) delivery of the Services.
g. “Valid Request” means a request that conforms to the protocol for use of the Services set out at https://docs.ocrolus.com/, and that would normally result in a non-error response.
2. Service Levels.
a. Uptime. Ocrolus agrees that during the Term of this Agreement, Ocrolus will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99%, in each case during any monthly billing cycle (“Uptime”).Uptime reports of availability are currently available at https://status.ocrolus.com/.
b. Turnaround Time. Ocrolus agrees that during the Term of this Agreement, it will use commercially reasonable efforts to deliver at least 90% of Reports to Client within the time frame agreed to in the applicable Order Form for the corresponding type of Record (“Turnaround Time”). For the avoidance of doubt, any bespoke Services, analytics, or reporting not documented in an Order Form but provided by Ocrolus for Client will not be included in Turnaround Time.
c. Scheduled Maintenance. Ocrolus may schedule periods when the Services or its software will be unavailable, in order to improve, repair or otherwise maintain the Services (“Scheduled Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 1 week in advance of upgrades, maintenance and other planned activities that may result in a material interruption in Service. Ocrolus will perform its Scheduled Maintenance only on Saturday between 12:01 a.m. and 7:00 a.m. Eastern Standard Time and Sunday before 7:00 a.m. and after 7:00 p.m. Eastern StandardTime.
d. Emergency Maintenance. On occasion, emergency maintenance may be required to address material security-related issues or technical problems that would impact the availability of the Services, resolution of which cannot wait until or be remedied during Scheduled Maintenance (“Emergency Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 2 hours in advance of any Emergency Maintenance. Ocrolus will also promptly notify Client of the Emergency Maintenance and actions being taken in the course of that Emergency Maintenance once Ocrolus becomes aware of an occasion requiring Emergency Maintenance.
3. Service Credits.
a. Service Credit Amount. In the event that Uptime or Turnaround Time (collectively, the “Service Levels”) in any given month falls below the levels outlined in Section 2(a) or 2(b) above, then within 30 days after the end of the applicable month, Client may request the corresponding Service Credit which shall be applied to those Reports that do not meet the Service Levels.
b. Claims for Service Credit. Client must make claims for a Service Credit to Ocrolus’ customer support organization in writing. Ocrolus must investigate the claim and must respond back to Client within 14 calendar days after receipt of the claim. Ocrolus’ response must either (i) accept the validity of the claim, or (ii) dispute the claim, including supporting details and documentation. In case of a dispute, the Parties will seek to resolve it promptly in good faith.
c. Use of Service Credits. Service Credits lack cash value, but Ocrolus will apply each Service Credit to one or more future invoices for the same Service. Service Credits cannot be applied to amounts due for other Services.Client’s sole and exclusive remedy, and Ocrolus’ sole and exclusive liability, in the event of a Service Deficiency will be application of the Service Credits in accordance with the terms of this SLA.
d. Any Service Credits for a Service Deficiency will be calculated as a percentage of the monthly pro rata share of the Client’s Savings Plan as follows:
Monthly Uptime Percentage | Service Credit |
| 99.00% or higher | None |
| 98.00%-98.99% | 10% |
| 95.00%-97.99% | 15% |
| Under 95.00% | 20% |
Monthly Percentage of Reports Delivered Within Turnaround Time | Service Credit |
| 90.00% or higher | None |
| 89.99%-80.00% | 10% |
| 79.99%-70.00% | 15% |
| Under 70.00% | 20% |
4. Service Level Agreement Exclusions. Client agrees that Ocrolus will not be deemed to have failed to meet a Service Level because of a Service’s unavailability, suspension, or termination caused by events beyond the reasonable control of Ocrolus. These include, without limitation:
a. Natural disasters, acts of terrorism, riots, insurrections, epidemics, pandemics, wars, extraordinary governmental actions, ISP provider failures or delays, and any other event reasonably considered to be an event of force majeure;
b. Actions or inactions of Client or any third party not controlled by Ocrolus;
c. Failures that result from Client’s equipment, software or other technology and/or third party equipment, software or other technology;
d. Those that result from an extraordinary submission of Records on a daily basis beyond 120% of average daily Client volume, as determined on a rolling average of the 12 weeks ending before; or
e. Arising from non-payment or late payment of an undisputed invoice, or suspension or termination of Client’s right to use the Services because of its breach of this Agreement.
SCHEDULE 2
1. Definitions. Capitalized terms in the Agreement have the meaning set forth below:
A. “Applicable Law” means any foreign, federal, state, or local law, rule or regulation: (i) applicable to Client in its use of the Services or providing the Records to Ocrolus, in each case as detailed in this Agreement; or (ii) applicable to Ocrolus in providing the Services to Client.
B. “Complete" (when referring to the Services) means that the Services use a combination of machine learning and human-in-the-loop functionality.
C. “CPI” means the Consumer Price Index for all Urban Consumers published by the Bureau of Labor Statistics, or its nearest equivalent as mutually agreed by the Parties if not so published.
D. “Go Live Date" means: (a) for web application Services, the date the Client account administrator first logs into the Ocrolus platform; or (b) for API Services, the date Client completes Implementation and submits to Ocrolus its first Records for processing.
E. "Implementation” means the setup, testing, integration (e.g., APIs), and any other onboarding services as provided in an Order Form that Ocrolus will complete to enter, import, or otherwise provide for the entry of data into the Ocrolus platform and the provision of Services.
F. "Instant" (when referring to the Services) means that the Services do not use human-in-the-loop functionality.
G. “Ocrolus Site” means the website located at www.ocrolus.com (or other re-directed links that are hosted or maintained by Ocrolus).
H. “Order Form” means an ordering document specifying the specific Services to be provided under the Agreement.
I. "Savings Plan" means the dollar amount Client is pre-paying for each Record processed for Services.
J. “Subscription Start Date” means: (i)the first calendar day of the month in whichClient begins use of the Services, or (ii) as otherwise outlined on an Order Form.
K. “Unapproved or Rejected Documents” means any documentation or images uploaded to the Services that are not supported by the Ocrolus system and are not listed as supported documents at https://docs.ocrolus.com/docs.
[End of Agreement]
Effective February 1st 2024 to March 21st 2024
DownloadSummary of changes
Updates to billing terms to remove decommissioned references to On Demand Services and Committed Services and simplification of billing terms to be dependent on applicable Order Forms. Reduction of annual price increases from 7% to 5%. Additional termination rights added for failure to Go Live, events of bankruptcy, and material breach. Addition of subprocessor notification. Addition of guidelines requirement for logo use. Shortening of scheduled maintenance window. Revised definitions.
Table of Contents
This Master Service Agreement (this “Agreement”) is made between Ocrolus Inc. (“Ocrolus”) and the party accepting this Agreement (“Client,” each being a “Party”). Ocrolus provides tools for parsing, searching, analyzing, and summarizing data (the “Services”), reducing the need for manual review. Client is engaging Ocrolus to review documents provided by its applicants and customers who in each case are businesses or individuals resident in the United States of America (each a “Record” and collectively, “Records”). Capitalized terms not defined in the body of this Agreement have the meaning ascribed in Schedule 2.
This Agreement provides the framework for provision of the Services. If you are an existing Ocrolus customer and you have a negotiated master services agreement and/or order form in place for the provision of the Services (“Existing Agreement”), the terms of the Existing Agreement shall apply unless otherwise agreed by the Parties.
THIS AGREEMENT TAKES EFFECT WHEN CLIENT CLICKS A BOX INDICATING ACCEPTANCE OR SIGNS AN ORDER FORM WITH A HYPERLINK OR REFERENCE TO THIS AGREEMENT (THE “EFFECTIVE DATE”). IF CLIENT REGISTERS FOR A FREE TRIAL OF THE SERVICES ON THE OCROLUS SITE THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT CLIENT: (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS. CLIENT MAY NOT ACCESS OR USE THE SERVICES IF IT DOES NOT AGREE TO THESE TERMS.
SECTION 1 SERVICES
1.1 Services, Reports, and Order Forms.
1.1.1 The Parties expect the Services to include (a) Ocrolus processing the Records transferred by Client, and (b) Ocrolus producing one or more agreed-upon reports (each, a “Report”).
1.1.2 If Client enters into an Order Form with Ocrolus and the terms and conditions of the Order Form conflict with this Agreement, the Order Form will control.
1.2 Client Service. Ocrolus shall provide customer service to Client from 9:00 a.m. to 6:00 p.m. Eastern Standard Time, Monday through Friday, excluding U.S. federal holidays.
1.3 Access to Services and Restrictions.
1.3.1 Subject to and conditioned on Client’s compliance with all terms and conditions set forth in this Agreement, Ocrolus grants Client a limited, revocable, non-exclusive, worldwide, royalty-free (other than fees payable under this Agreement), non-transferable, non-sublicensable license to access and use the Services solely for Client’s own internal business purposes.
1.3.2 Except as expressly authorized by this Agreement, Client agrees not to, and not to allow any end user under its employ to, (a) grant any third party not under the control of Client access to or permission to use the Services, (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive any trade secrets embodied in the Services, (c) use the Services to violate any Applicable Law, (d) copy, modify, or create derivative works of the Services, in whole or in part, (e) remove any proprietary notices from the Services, (f) white label or resell the Services in any of Client’s own offerings, applications, or websites, or (g) attempt to cloak or conceal Client’s identity when requesting authorization to use the Services.
1.3.3 Client will comply with all terms and conditions of this Agreement, all Applicable Law, rules, and regulations, and all guidelines, standards, and requirements that may be communicated to Client. In addition, Client will not use the Services in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in items or software used for any illegal activities.
1.3.4 If Client registers for a free trial of the Services, Ocrolus will make one or more Services available to Client on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Client registered to use the applicable Services, or (b) the Subscription Start Date of any purchased Services ordered by Client. Additional trial terms and conditions may appear on the trial registration web page and are incorporated herein by reference.
1.3.5 Except for the limited right and licenses granted herein, Ocrolus retains all right, title, and interest (including all intellectual property and proprietary rights) in and to the Services, all copies, modifications, and derivative works thereof (including all intellectual property and proprietary rights involved in the development of additional Services).
1.4 Use of Records; Anonymized Information.
1.4.1 “Anonymized Information” means information based on or derived from Records or other materials provided by Client to Ocrolus that:
(a) combines information about multiple individuals; and
(b) does not specifically identify any individual; or
(c) has been transformed to the point where it cannot be used to identify any individual.
1.4.2 Client agrees that Ocrolus will own all rights, title, and interest, including intellectual property rights, in and to Anonymized Information based on or derived from its Records. Client also agrees that Ocrolus may continue to use that Anonymized Information indefinitely.
1.4.3 Client grants Ocrolus a limited, non-exclusive, royalty-free license to use all of the materials and Records it provides pursuant to this Agreement, which license will enable Ocrolus to discharge its obligations under this Agreement.
1.4.4 Client agrees to obtain all rights, permissions, and authorizations, if any, from third parties required to provide the Records to Ocrolus.
1.4.5 [RESERVED].
1.4.6 Notwithstanding the foregoing, Ocrolus may use Anonymized Information to monitor the effectiveness of its Services and for improvement and development of additional Services.
1.4.7 This Section 1.4 will survive this Agreement.
1.5 Ownership of Reports.
1.5.1 Ocrolus agrees that after Ocrolus provides a Report to Client, the Report will be owned only by Client, which may use it in any lawful way.
1.5.2 Client promises not to broker, sell, license, distribute, or re-distribute any Report to third parties without Ocrolus’ prior written consent. This Section 1.5.2 will survive this Agreement.
1.6 Fees; Billing.
1.6.1 Billing Terms for All Accounts.
(a) Ocrolus will invoice Client for Services, the cost of Implementation of Client's Services (if applicable), and any other initial fees as outlined in the applicable Order Form. Such invoice shall be due and payable as outlined in the Order Form. If Client does not have an Order Form and utilizes Services through the Ocrolus Site via its self-service portal, Ocrolus will invoice Client monthly in arrears for any amounts due for Services according to each type of Record processed and Client must pay the amount in the invoice in U.S. dollars within 7 calendar days after receipt of the invoice.
(b) Unless otherwise agreed in the applicable Order Form, Client agrees to pay each invoice with electronic fund transfer through the Automated Clearing House or by Stripe. If Client signs up for Services via the Ocrolus Site, then Client is required to use Stripe for invoice payment. If Client uses Stripe, Client agrees to the Stripe terms of service (located at https://stripe.com/legal/payment-terms and https://stripe.com/legal/end-users) and privacy policy (located at https://stripe.com/privacy). As a condition of Ocrolus enabling payment processing services through Stripe, Client agrees to provide Ocrolus with accurate and complete information about Client and its business, and Client authorizes Ocrolus to share that information and transaction information related to its use of the payment processing services provided by Stripe.
(c) Ocrolus reserves the right to charge Client for any Unapproved or Rejected Documents; provided, however, that those fees will be included as a separate line item on the related invoice.
(d) Unless otherwise agreed in the applicable Order Form, after the first 12-month period from the Effective Date of this Agreement, Ocrolus may increase its standard fee rates charged to Client upon at least 60 days’ prior written notice to Client, provided that: (a) such increases shall occur no more frequently than once every 12-month period, and (b) the amount of such increase shall not exceed the lesser of 1.5 times CPI or 5%.
(e) If Client fails to make any payment when due, without limiting Ocrolus’ other rights and remedies: (1) Ocrolus may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law; (2) Client shall reimburse Ocrolus for all reasonable costs incurred by Ocrolus in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Notwithstanding the foregoing, if Client, acting in good faith, disputes the accuracy of all or part of an invoice, Client must notify Ocrolus within 10 business days of receipt of the invoice in question, including the specific item(s) in dispute and the reason for the dispute. Upon receipt of that notice by Ocrolus, Ocrolus and Client must work in a commercially reasonable and expedited manner to resolve it. Client will remain responsible for payment of any undisputed or resolved invoices in accordance with this section.
1.6.4 Suspension of Services. Ocrolus shall have the right to suspend any part of the Services if (a) Client fails to make a payment in full when due, (b) Ocrolus notifies Client, and (c) Client has failed to make that payment in full within 10 business days after receipt of such notice. If Client reasonably disputes in writing any amount due to Ocrolus, Ocrolus shall not suspend the Service until after the 31st day after it received that notice. Ocrolus shall use commercially reasonable efforts to provide written notice of any suspension of Services and provide updates regarding resumption of Services following any suspension of Services.
1.7 Service Levels. Subject to the terms and conditions of this Agreement, Ocrolus shall use commercially reasonable efforts to make the Services available in accordance with the Service Levels available on Schedule 1.
SECTION 2 TERM AND TERMINATION
2.1 Unless otherwise agreed in an applicable Order Form, this Agreement will commence on the Effective Date and will continue until this Agreement is terminated or expires as provided herein.
2.2 Unless otherwise agreed in an applicable Order Form, the initial term of this Agreement is 1 year (the "Initial Term"). This Agreement will automatically renew for consecutive terms of 1 year (each, a “Renewal Term”) unless either Party, at least 45 days prior to the expiration of the then-current Initial Term or Renewal Term (each, a “Term”), provides written notice to the other Party of its intention not to renew, in which case this Agreement (and the applicable Order Form(s), as the case may be) will expire at the end of the then-current Term.
2.3 Upon termination of this Agreement, Client shall immediately cease use of the Services and Ocrolus shall provide Client with all outstanding invoices and Reports within 30 days after the date of effective notice of termination or non-renewal. Client must make a final payment to Ocrolus for all obligations owed by Client within 30 days after the receipt of the final invoice.
2.4 If Client never reaches its Go Live Date, Ocrolus may terminate the Services on at least 10 business days’ written notice to Client. Client may reinstate Services by providing Ocrolus with written notice that it would like to continue using Ocrolus Services.
2.5 Either Party may terminate the Agreement or an agreement made pursuant to and subject to the Agreement, effective immediately upon written notice to the other Party, if the other Party: (a) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (b) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (c) makes or seeks to make a general assignment for the benefit of its creditors; (d) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business, (e) Ocrolus’ provision of Services to Client is prohibited by Applicable Law, or (f) either Party materially breaches this Agreement and such breach is not cured within 30 days from notice by the non-breaching Party.
SECTION 3 CONFIDENTIALITY
3.1 General Duty. Each Party (in such capacity, the “Recipient”) agrees to maintain the confidentiality of Confidential Information (as defined below) provided by or on behalf of the other Party (in such capacity, the “Disclosing Party”) under this Agreement. Recipient agrees to take all commercially reasonable steps to prevent disclosure or dissemination of the Disclosing Party’s Confidential Information to any person or entity other than those directors, officers, employees, agents, and contractors of Recipient who have a need to know it in order to assist Recipient in performing its obligations or exercising its rights under this Agreement, and who have been made aware of and agreed to be bound by confidentiality obligations at least as restrictive as those contained in this Agreement. In addition, the Recipient must not use the Disclosing Party’s Confidential Information, or authorize others to use the Disclosing Party’s Confidential Information, for any purpose other than in connection with performing its obligations or exercising its rights under this Agreement. As used in this Agreement, “reasonable steps” means steps that a Party takes to protect its own similarly confidential or proprietary information, which steps must in no event be less than a commercially reasonable standard of care.
3.2 Definition of Confidential Information. “Confidential Information” means the terms of this Agreement and any information in any form emanating, directly or indirectly, from Disclosing Party, concerning or relating to the Disclosing Party or the business operations of the Disclosing Party, including proprietary technology and/or business plans, in each case which has been imparted to the Recipient by the Disclosing Party. “Confidential Information” includes, without limitation, all Records, Reports, improvements, ideas, discoveries, inventions, prototypes, financial information, customer information, developments, methods, techniques, engineering, know-how, trade secrets, systems, documentation, drawings, renderings, sales and marketing plans, artwork, descriptions, component specifications, information of or relating to the project for which the Recipient has received that information, whether or not that project is susceptible to patent, copyright or any other form of protection and whether or not reduced to practice, and technical or research information and software, including that in the development stage whether developed or being developed by the Disclosing Party or third parties at the request of the Disclosing Party. To the extent reasonable, all information disclosed by the Disclosing Party must be presumed to constitute Confidential Information and will be so regarded by the Recipient. “Confidential Information” does not include any information which (a) at the time of disclosure is known by the public or thereafter becomes public knowledge through no act or omission of or on behalf of the Recipient; (b) is disclosed to Recipient by third parties having a right to do so; (c) is known to the Recipient prior to disclosure; or (d) is developed independently by the Recipient without use or reference to the Disclosing Party’s Confidential Information. Confidential Information does not include Anonymized Information. To the extent either Party maintains control or possession over any Confidential Information of the other Party, the terms of this clause will continue in full force and effect for a period of 3 years after the date of expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined by Applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.
3.3 Nothing contained in this Agreement should be read (a) to imply that Ocrolus retains, or to cause Ocrolus to in fact retain, the other Party’s Confidential Information or to act in any data storage capacity for Client, or (b) limit either Party’s right to delete, destroy or otherwise purge any Confidential Information at any time.
3.4 In the event that a Recipient is required by legal or governmental process to disclose Confidential Information, Recipient must, to the extent permitted by Applicable Law, promptly notify the Disclosing Party and reasonably cooperate (at that Disclosing Party’s sole expense) to protect the Confidential Information requested from disclosure. Recipient must report to Disclosing Party, by telephone and e-mail, any unauthorized use or disclosure of Disclosing Party’s Confidential Information promptly after Disclosing Party learns of such unauthorized use or disclosure.
3.5 Client agrees and acknowledges that Ocrolus may use Confidential Information, including the Records or Reports, for internal compliance and audit purposes to ensure performance and accuracy of Record review and may share the same with third parties engaged by Ocrolus for the purpose of conducting audits, accuracy reviews, or compliance reviews who are subject to obligations of confidentiality at least as restrictive as those contained in this Agreement. Ocrolus will be responsible for any breach of the obligations of this Section 3 (Confidentiality) by any of those third parties, or their affiliates or subsidiaries, unless that third party has an agreement directly with Client with respect to the subject matter of this Agreement. Ocrolus agrees to use industry standard methods to anonymize Confidential Information used pursuant to this sub-section.
3.6 Subprocessors.
3.6.1 Client acknowledges and agrees that employees of Ocrolus East Private Limited (“Ocrolus East”), Ocrolus’ wholly owned subsidiary located in India, verify sections of Records, some of which is Confidential Information, to the extent the Services require human review. Ocrolus acknowledges and agrees that it is responsible for and liable to Client for Ocrolus East’s compliance with the terms of this Agreement, including the acts and omissions of any Ocrolus East employee in violation of Ocrolus’ obligations under this Agreement. Ocrolus must ensure that prior to receiving Confidential Information, each Ocrolus East employee has agreed to safeguard Confidential Information in a manner substantially similar to Ocrolus’ obligations under this Agreement.
3.6.2 Unless otherwise agreed between the Parties, Client gives Ocrolus a general authorization to process and subprocess Confidential Information with internal and external sub-processors to provide the Services. In the event Ocrolus engages a new sub-processor, Ocrolus shall promptly notify Client prior to engaging such new sub-processor and shall: (a) enter into a written agreement with each sub-processor containing data protection obligations that provide at least the same level of protection for Confidential Information as those in this Agreement, to the extent applicable to the nature of the service provided by such sub-processor; and (b) remain responsible for such sub-processor’s compliance with the obligations of this Agreement and for any acts or omissions of such sub-processor that cause Ocrolus to breach any of its obligations under this Agreement. A current list of Ocrolus sub-processors can be found at https://legal.ocrolus.com/#sub-processors.
SECTION 4 INFORMATION SECURITY
4.1 Ocrolus must: (a) protect the security and confidentiality of all Records, Reports, and other Confidential Information that is processed, accessed, stored, or received by Ocrolus and (b) develop, implement, and maintain a written information security program with administrative, technical, and physical safeguards to protect Records, Reports, and other Confidential Information against any unauthorized disclosure or use and any anticipated or reasonably foreseeable threats or hazards to the security or confidentiality of the Records, Reports, and other Confidential Information.
4.2 Ocrolus' information security program must comply with all applicable federal and state laws as well as industry best practices, including as it relates to firewalls, patching, and encryption of confidential data at rest and in transit.
4.3 Client agrees that it will not provide Records to Ocrolus from any country outside of the United States without the consent of Ocrolus and the Parties entering into model standard contractual clauses (or other ad hoc clauses to validate the transfer of data).
4.3 Ocrolus agrees to develop, implement and maintain adequate policies supporting Ocrolus' information security program designed to reasonably protect, in accordance with industry standards, all Records, Reports, and other Confidential Information to which it has access, against security breaches as defined in this Agreement.
4.4 Ocrolus agrees to (a) update and keep its security program current in light of changes in relevant technology; and (b) authorize only its employees and contractors who are necessary for and directly involved in the performance of its obligations under this Agreement to have access to the Records, Reports, and other Confidential Information (whether physically or through computer system access) and solely on a “need-to-know” basis.
4.5 If at any time Ocrolus discovers or otherwise becomes aware of: (a) any unauthorized access to Records, Reports, or other Confidential Information, or (b) any unauthorized intrusion or penetration involving systems or facilities under the control of Ocrolus resulting in unauthorized disclosure of Records, Reports, or other Confidential Information (each of (a) and (b), a “Security Breach”), Ocrolus must: (i) notify Client in writing of that Security Breach as soon as commercially possible, but no later than within 48 hours of when the Security Breach was confirmed, and furnish Client with the necessary details of that Security Breach; and (ii) cooperate with Client in any effort, action, or proceeding to protect the Records, Reports, and other Confidential Information and to mitigate and/or remediate the impact of the Security Breach, as Client reasonably deems necessary or as required by Applicable Law, including breach notification laws.
4.6 In the event of any Security Breach, Ocrolus must cooperate with Client and provide information that is reasonably requested in writing by Client with respect to the actions taken in response to that Security Breach and Ocrolus' compliance with the obligations set forth in this Section 4.
SECTION 5 INDEMNIFICATION AND LIABILITY
5.1 Client agrees to defend, indemnify, and hold harmless Ocrolus, its parents and affiliates, from and against all liabilities, claims, demands or suits (including reasonable attorney's fees and costs) arising from or otherwise related to: (a) Client’s use of the Services in a manner not authorized by this Agreement; (b) any gross negligence or willful misconduct by Client in performance of this Agreement; (c) Client’s breach or alleged breach of this Agreement; or (d) any claim that the Records or Client’s Confidential Information infringe the intellectual property rights of any third party.
5.2 Ocrolus agrees to defend, indemnify, and hold harmless Client, its parents and affiliates (collectively, the “Client Indemnified Parties”) against any third-party liabilities, claims, demands or suits (including reasonable attorney's fees and costs) that arise from: (a) any gross negligence or willful misconduct by Ocrolus in performance of the Services under this Agreement; (b) Ocrolus’ breach or alleged breach of this Agreement (including any Security Breach or unauthorized disclosure of Client’s Confidential Information); or (c) any claim that the use of the Services as authorized in this Agreement infringes the intellectual property rights of any third party.
5.3 In the case of any claim by Client for indemnification under sub-section5.2(c), Client agrees to provide Ocrolus with timely written notice of that claim, that Ocrolus will have sole control over the defense of such claim, and that Client will provide or procure reasonable cooperation from Client Indemnified Parties upon Ocrolus' request for any such assistance.
5.4 Should any Services become, or in Ocrolus’ opinion be likely to become, the subject of a claim by Client for indemnification under clause 5.2(c), Ocrolus agrees to, at its option: (a) procure for the Client Indemnified Parties the right to make continued use of the Services in accordance with this Agreement; (b) replace or modify the affected Services so that they become non-infringing but with substantially equivalent functionality and performance; or (c) if neither (a) nor (b) is reasonably available, terminate this Agreement and provide Client with a pro-rata refund of any prepaid unused fees.
5.5 Ocrolus will have no liability or indemnification obligations under this Agreement based on (a) use for a purpose or in a manner for which the Services were not designed; (b) use of any older version of Services software when use of a newer revision was made available by Ocrolus to Client; or (c) any use of the Services in breach of this Agreement.
5.6 Neither Party will be liable to the other for consequential, incidental, indirect, punitive, or special damages (including loss of profits, data, business, or goodwill), from any cause of action of any kind, including any action sounding in contract, tort, breach of warranty, or otherwise.
5.7 It is further agreed that each Party’s aggregate liability for direct damages in connection with a claim under this Agreement will not exceed the total amount paid or received by the respective Party in the 12 months preceding the date upon which that claim first accrued.
SECTION 6 REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1 Client Representations, Warranties and Covenants.
6.1.1 Client represents and warrants that it has full power, capacity, and authority to enter into this Agreement.
6.1.2 Client represents, warrants, and agrees that no person’s privacy rights are being or will be infringed, and no Applicable Law is being violated by providing Ocrolus with any of the information used for the Services.
6.1.3 Client agrees that it will comply in all material respects with Applicable Law in its use of the Services under this Agreement.
6.2 Ocrolus Representations, Warranties and Covenants.
6.2.1 Ocrolus represents and warrants that (a) it has full power, capacity, and authority to enter into this Agreement, and (b) it will comply in all material respects with Applicable Law in performing this Agreement.
6.2.2 Ocrolus agrees that during the Term it will (a) provide the Services in a professional and workmanlike manner, and (b) update and enhance the Services in the regular course of its business. In the event of a breach of this Section 6.2.2, Ocrolus’ initial and primary means to remedy that breach will be to re-perform any defective Service again before any further action may be taken under this Agreement.
6.3 Disclaimer of Warranties. Except as expressly provided in this Agreement, Ocrolus disclaims all warranties, express and implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by Ocrolus or its authorized representatives will create a warranty of any kind or in any way increase the scope of Ocrolus’ obligations in this Agreement. The Services may be used to access and transfer information over the internet. Client acknowledges and agrees that Ocrolus does not operate or control the internet and that unauthorized users may attempt to obtain access to and damage Client’s data, web sites, computers, or networks. Except with respect to breaches of this Agreement, Ocrolus will not be responsible for those activities. Client is responsible for preserving and making adequate backups of its data and any Records.
SECTION 7 GENERAL PROVISIONS
7.1 Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, arrangements or understandings, whether written or oral, with respect to that subject matter.
7.2 Binding Effect and Assignment. Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will inure to the benefit of, the successors and permitted assigns of the Parties. The Parties may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets. Nothing in this Agreement is intended to confer upon any Party, or their respective successors and assigns, any rights or obligations under or by reason of this Agreement, except as expressly provided herein.
7.3 Modifications.
7.3.1 Client acknowledges and agrees that Ocrolus has the right, in its sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. Client will be notified of modifications through notifications through the Services or direct email communication from Ocrolus. Client will be responsible for reviewing and becoming familiar with any such modifications.
7.3.2 Certain portions of the Services may, or may in the future, have different terms and conditions posted on the Ocrolus Site or may require you to agree with and accept additional terms and conditions. When Client use such Services and agree to the additional terms and conditions they will be incorporated into and form part of this Agreement. If there is a conflict between this Agreement and terms and conditions posted for a specific portion of the Services, the latter terms and conditions shall take precedence with respect to Client’s use of or access to that portion of the Services.
7.4 Waiver.
7.4.1 No provision of this Agreement may be waived except by a written document executed by the Party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given and will not constitute a continuing waiver.
7.4.2 No delay or omission by either Party in exercising any right, power, or privilege under this Agreement will impair that right, power, or privilege, nor will any single or partial exercise of any right, power, or privilege preclude any further exercise of that right or the exercise of any other right, power, or privilege.
7.5 Independent Contractor Status.
7.5.1 Ocrolus will act as an independent contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Ocrolus has no authority to act as agent for, or on behalf of, Client, or to represent or bind Client in any manner. Ocrolus will not be entitled to worker's compensation, retirement, insurance, or other benefits afforded to employees of Client. Client agrees to pay all sales tax on Services, and Ocrolus agrees to pay all tax associated with furnishing the Services, including taxes on income, receipts, and payroll and arising from Ocrolus doing business in any particular jurisdiction.
7.6 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) the word “or” has the inclusive meaning frequently identified with the phrase “and/or”; (c) the word “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation”; and (d) any reference in this Agreement to any statute, rule, regulation, or agreement (including this Agreement), include its form after having been amended, restated, revised, modified, supplemented, reenacted, or succeeded.
7.7 Notices.
7.7.1 The Parties agree that notices under this Agreement will be effective if and only if in writing addressed to the recipient Party at its address below (or any other address it later provides in writing), via email, or via overnight courier service or postal mail requiring the recipient’s or its agent’s signature. Email notices will be deemed received upon the sender’s receipt of a delivery or read receipt, or, in the absence of a notice to the contrary, after one day. Physical mail will be deemed received at the time it is signed for at the destination.
7.7.2 Any notices from Client to Ocrolus must be sent to our corporate headquarters at 101 Greenwich Street, Fl. 23, New York, NY 10006, Attention: Legal Department, with a copy to: legal@ocrolus.com.
7.7.3 Notwithstanding the foregoing, Client consents to receiving electronic communications from Ocrolus. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. Client agrees that any notices, agreements, disclosures, or other communications that Ocrolus sends to Client electronically will satisfy any legal communication requirements, including that such communications be in writing.
7.8 No Responsibility for Force Majeure Loss. Each Party agrees that the other Party will not be responsible for any damage resulting from force majeure events beyond the control of such other Party or its employees or agents, including the advent or escalation of wars, riots, pandemics, and natural disasters.
7.9 Choice of Law and Venue.
7.9.1 This Agreement is governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws or choice of law rules and principles.
7.9.2 The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of New York and agree that any action or proceeding relating to this Agreement must be brought exclusively in any state court of general jurisdiction in the City of New York.
7.9.3 The Parties waive any objection that either may have to the conduct of any action or proceeding in such a court based on improper venue or inconvenient forum, waive personal service of any and all process upon it, and consent that all service of process may be made by certified mail or nationally recognized courier service directed to it at the address set forth in this Agreement and that service made will be deemed to have been posted.
7.9.4 Client consents to the personal and subject matter jurisdiction of the aforementioned courts for the purpose of adjudicating any claims subject to this forum selection provision.
7.9.5 Nothing contained in this Section affects the right of any Party to serve legal process in any other manner permitted by law.
7.10 Jury Trial Waiver. In any action or proceeding commenced in connection with this Agreement, the Parties expressly and IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY.
7.11 Costs of Enforcement; Attorney’s Fees. In the event of any litigation, arbitration, or other dispute arising as a result of, in connection with, or by reason of this Agreement, the substantially prevailing Party in that dispute will be entitled to receive reimbursement and payment of all costs and expenses incurred in connection with settling or resolving that dispute, including reasonable attorneys’ fees.
7.12 Severability. Whenever possible, each provision of this Agreement must be interpreted in a manner that makes it effective and valid under Applicable Law. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without that provision, and this Agreement will be construed to the fullest extent possible as to give effect to the intentions of the provisions found to be unenforceable or invalid. The Parties agree that a court may reform that provision so that it is reasonable under the circumstances and that that provision, as reformed, will be enforceable, except that the material intent of the Parties in entering into this Agreement must not be defeated or rendered impossible by the removal of that provision from this Agreement.
7.13 Use of Name and Logo.
7.13.1 Client grants Ocrolus the right to use Client's company name and logo in marketing and sales materials, in compliance with any brand guidelines provided to Ocrolus by Client, solely to identify Client as a customer of Ocrolus.
7.13.2 If Client has a Savings Plan (as outlined in an applicable Order Form), Ocrolus hereby grants Client the express right to use Ocrolus’ company name and logo, in compliance with any brand guidelines provided to Client by Ocrolus, solely to identify Ocrolus as a provider of services to Client.
7.13.3 Other than as expressly stated in this Agreement, neither Party will use the other Party's names, marks, or logos without the prior written permission of the other Party.
7.14 Surviving Provisions. Any of the provisions in this Agreement which expressly or impliedly by their nature should survive this Agreement will survive.
7.14.1 Further Actions; Recordation. Each Party and its permitted assigns and transferees agrees to execute, acknowledge, and deliver additional documents, and take further actions as may be required, from time to time, to carry out each of the provisions and the intent of this Agreement and every agreement or document relating to or entered into connection with this Agreement.
7.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will constitute one and the same document.
7.16 Electronic Signature. This Agreement and any other documents to be delivered in connection with it may be electronically signed, and any electronic signatures appearing on this Agreement or other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
SCHEDULE 1
SERVICE LEVEL AGREEMENT
This Schedule 1 is the Service Level Agreement (“SLA”) between Ocrolus and Client.
1. Definitions. The following capitalized terms have the meaning set forth below:
a. “Downtime” means more than a 5% Error Rate, or complete lack of external connectivity to the service. Downtime is measured based on server-side Error Rate.
b. “Error Rate” means the number of Valid Requests that result in a response with HTTP Status 5XX divided by the total number of Valid Requests during that period.
c. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of continuous 5-minute periods of Downtime during the month.
d. “Service Credits” means the corresponding amounts that may be due from Ocrolus to Client if the Service Levels are not achieved in a given month.
e. “Service Deficiency” means an instance in which Ocrolus fails to meet one or more Service Levels.
f. “Turnaround Time” for a Service means the time elapsed between (i) Ocrolus’ receipt of the relevant Records, properly submitted between the hours of 8:00 a.m. and 8:00 p.m. Eastern Standard Time, Monday through Friday (excluding U.S. federal holidays) and (ii) delivery of the Services.
g. “Valid Request” means a request that conforms to the protocol for use of the Services set out at https://docs.ocrolus.com/, and that would normally result in a non-error response.
2. Service Levels.
a. Uptime. Ocrolus agrees that during the Term of this Agreement, Ocrolus will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99%, in each case during any monthly billing cycle (“Uptime”).Uptime reports of availability are currently available at https://status.ocrolus.com/.
b. Turnaround Time. Ocrolus agrees that during the Term of this Agreement, it will use commercially reasonable efforts to deliver at least 90% of Reports to Client within the time frame agreed to in the applicable Order Form for the corresponding type of Record (“Turnaround Time”). For the avoidance of doubt, any bespoke Services, analytics, or reporting not documented in an Order Form but provided by Ocrolus for Client will not be included in Turnaround Time.
c. Scheduled Maintenance. Ocrolus may schedule periods when the Services or its software will be unavailable, in order to improve, repair or otherwise maintain the Services (“Scheduled Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 1 week in advance of upgrades, maintenance and other planned activities that may result in a material interruption in Service. Ocrolus will perform its Scheduled Maintenance only on Saturday between 12:01 a.m. and 7:00 a.m. Eastern Standard Time and Sunday before 7:00 a.m. and after 7:00 p.m. Eastern StandardTime.
d. Emergency Maintenance. On occasion, emergency maintenance may be required to address material security-related issues or technical problems that would impact the availability of the Services, resolution of which cannot wait until or be remedied during Scheduled Maintenance (“Emergency Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 2 hours in advance of any Emergency Maintenance. Ocrolus will also promptly notify Client of the Emergency Maintenance and actions being taken in the course of that Emergency Maintenance once Ocrolus becomes aware of an occasion requiring Emergency Maintenance.
3. Service Credits.
a. Service Credit Amount. In the event that Uptime or Turnaround Time (collectively, the “Service Levels”) in any given month falls below the levels outlined in Section 2(a) or 2(b) above, then within 30 days after the end of the applicable month, Client may request the corresponding Service Credit which shall be applied to those Reports that do not meet the Service Levels.
b. Claims for Service Credit. Client must make claims for a Service Credit to Ocrolus’ customer support organization in writing. Ocrolus must investigate the claim and must respond back to Client within 14 calendar days after receipt of the claim. Ocrolus’ response must either (i) accept the validity of the claim, or (ii) dispute the claim, including supporting details and documentation. In case of a dispute, the Parties will seek to resolve it promptly in good faith.
c. Use of Service Credits. Service Credits lack cash value, but Ocrolus will apply each Service Credit to one or more future invoices for the same Service. Service Credits cannot be applied to amounts due for other Services.Client’s sole and exclusive remedy, and Ocrolus’ sole and exclusive liability, in the event of a Service Deficiency will be application of the Service Credits in accordance with the terms of this SLA.
d. Any Service Credits for a Service Deficiency will be calculated as a percentage of the monthly pro rata share of the Client’s Savings Plan as follows:
Monthly Uptime Percentage | Service Credit |
| 99.00% or higher | None |
| 98.00%-98.99% | 10% |
| 95.00%-97.99% | 15% |
| Under 95.00% | 20% |
Monthly Percentage of Reports Delivered Within Turnaround Time | Service Credit |
| 90.00% or higher | None |
| 89.99%-80.00% | 10% |
| 79.99%-70.00% | 15% |
| Under 70.00% | 20% |
4. Service Level Agreement Exclusions. Client agrees that Ocrolus will not be deemed to have failed to meet a Service Level because of a Service’s unavailability, suspension, or termination caused by events beyond the reasonable control of Ocrolus. These include, without limitation:
a. Natural disasters, acts of terrorism, riots, insurrections, epidemics, pandemics, wars, extraordinary governmental actions, ISP provider failures or delays, and any other event reasonably considered to be an event of force majeure;
b. Actions or inactions of Client or any third party not controlled by Ocrolus;
c. Failures that result from Client’s equipment, software or other technology and/or third party equipment, software or other technology;
d. Those that result from an extraordinary submission of Records on a daily basis beyond 120% of average daily Client volume, as determined on a rolling average of the 12 weeks ending before; or
e. Arising from non-payment or late payment of an undisputed invoice, or suspension or termination of Client’s right to use the Services because of its breach of this Agreement.
SCHEDULE 2
1. Definitions. Capitalized terms in the Agreement have the meaning set forth below:
A. “Applicable Law” means any foreign, federal, state, or local law, rule or regulation: (i) applicable to Client in its use of the Services or providing the Records to Ocrolus, in each case as detailed in this Agreement; or (ii) applicable to Ocrolus in providing the Services to Client.
B. “Complete" (when referring to the Services) means that the Services use a combination of machine learning and human-in-the-loop functionality.
C. “CPI” means the Consumer Price Index for all Urban Consumers published by the Bureau of Labor Statistics, or its nearest equivalent as mutually agreed by the Parties if not so published.
D. “Go Live Date" means: (a) for web application Services, the date the Client account administrator first logs into the Ocrolus platform; or (b) for API Services, the date Client completes Implementation and submits to Ocrolus its first Records for processing.
E. "Implementation” means the setup, testing, integration (e.g., APIs), and any other onboarding services as provided in an Order Form that Ocrolus will complete to enter, import, or otherwise provide for the entry of data into the Ocrolus platform and the provision of Services.
F. "Instant" (when referring to the Services) means that the Services do not use human-in-the-loop functionality.
G. “Ocrolus Site” means the website located at www.ocrolus.com (or other re-directed links that are hosted or maintained by Ocrolus).
H. “Order Form” means an ordering document specifying the specific Services to be provided under the Agreement.
I. "Savings Plan" means the dollar amount Client is pre-paying for each Record processed for Services.
J. “Subscription Start Date” means: (i)the first calendar day of the month in whichClient begins use of the Services, or (ii) as otherwise outlined on an Order Form.
K. “Unapproved or Rejected Documents” means any documentation or images uploaded to the Services that are not supported by the Ocrolus system and are not listed as supported documents at https://docs.ocrolus.com/docs.
[End of Agreement]
Effective September 27th 2022 to February 1st 2024
DownloadTable of Contents
This Master Service Agreement (this “Agreement”) is made between Ocrolus Inc. (“Ocrolus”) and the party accepting this Agreement (“Client,” each being a “Party”). Ocrolus provides tools for parsing, searching, analyzing, and summarizing data (the “Services”), reducing the need for manual review. Client is engaging Ocrolus to review documents provided by its applicants and customers who in each case are businesses or individuals resident in the United States of America (each a “Record” and collectively, “Records”). Capitalized terms not defined in the body of this Agreement have the meaning ascribed in Schedule 2.
This Agreement provides the framework for provision of the Services. If you are an existing Ocrolus customer and you have a negotiated master services agreement and/or order form in place for the provision of the Services (“Existing Agreement”), the terms of the Existing Agreement shall apply.
THIS AGREEMENT TAKES EFFECT WHEN CLIENT CLICKS A BOX INDICATING ACCEPTANCE OR SIGNS AN ORDER FORM WITH A HYPERLINK OR REFERENCE TO THIS AGREEMENT (THE “EFFECTIVE DATE”). IF CLIENT REGISTERS FOR A FREE TRIAL OF THE SERVICES ON THE OCROLUS SITE THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT CLIENT: (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS. CLIENT MAY NOT ACCESS OR USE THE SERVICES IF IT DOES NOT AGREE TO THESE TERMS.
SECTION 1 SERVICES
1.1 Services, Reports, and Order Forms.
1.1.1 The Parties expect the Services to include (a) Client correctly transferring Records to Ocrolus for review, (b) Ocrolus processing the Records, and (c) Ocrolus producing one or more agreed-upon reports (each, a “Report”).
1.1.2 If Client enters into an Order Form with Ocrolus and the terms and conditions of the Order Form conflict with this Agreement, the Order Form will control.
1.2 Client Service. Ocrolus shall provide customer service to Client from 9:00 a.m. to 6:00 p.m. Eastern Standard Time, Monday through Friday, excluding U.S. federal holidays.
1.3 Access to Services and Restrictions.
1.3.1 Subject to and conditioned on Client’s compliance with all terms and conditions set forth in this Agreement, Ocrolus grants Client a limited, revocable, non-exclusive, worldwide, royalty-free (other than fees payable under this Agreement), non-transferable, non-sublicensable license to access and use the Services solely for Client’s own internal business purposes.
1.3.2 Except as expressly authorized by this Agreement, Client agrees not to, and not to allow any end user under its employ to, (a) grant any third party not under the control of Client access to or permission to use the Services, (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive any trade secrets embodied in the Services, (c) use the Services to violate any Applicable Law, (d) copy, modify, or create derivative works of the Services, in whole or in part, (e) remove any proprietary notices from the Services, (f) white label or resell the Services in any of Client’s own offerings, applications, or websites, or (g) attempt to cloak or conceal Client’s identity when requesting authorization to use the Services.
1.3.3 Client will comply with all terms and conditions of this Agreement, all Applicable Law, rules, and regulations, and all guidelines, standards, and requirements that may be communicated to Client or posted on the Ocrolus Site from time to time. In addition, Client will not use the Services in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in items or software used for any illegal activities.
1.3.4 If Client registers for a free trial of the Services, Ocrolus will make one or more Services available to Client on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Client registered to use the applicable Services, or (b) the Subscription Start Date of any purchased Services ordered by Client. Additional trial terms and conditions may appear on the trial registration web page and are incorporated herein by reference.
1.3.5 Except for the limited right and licenses granted herein, Ocrolus retains all right, title, and interest (including all intellectual property and proprietary rights) in and to the Services, all copies, modifications, and derivative works thereof (including all intellectual property and proprietary rights involved in the development of additional Services).
1.4 Use of Records; Anonymized Information.
1.4.1 “Anonymized Information” means information based on or derived from Records or other materials provided by Client to Ocrolus that:
(a) combines information about multiple individuals; and
(b) does not specifically identify any individual; or
(c) has been transformed to the point where it cannot be used to identify any individual.
1.4.2 Client agrees that Ocrolus will own all rights, title, and interest, including intellectual property rights, in and to Anonymized Information based on or derived from its Records. Client also agrees that Ocrolus may continue to use that Anonymized Information indefinitely.
1.4.3 Client grants Ocrolus a limited, non-exclusive, royalty-free license to use all of the materials and Records it provides pursuant to this Agreement, which license will enable Ocrolus to discharge its obligations under this Agreement.
1.4.4 Client agrees to obtain all rights, permissions, and authorizations, if any, from third parties required to provide the Records to Ocrolus.
1.4.5 Ocrolus maintains the right to either return to Client or to delete, purge, or otherwise destroy, in its sole discretion, any Records provided by Client after the corresponding Report has been delivered to Client.
1.4.6 Notwithstanding the foregoing, Ocrolus may use Anonymized Information to monitor the effectiveness of its Services and for improvement and development of additional Services.
1.4.7 This Section 1.4 will survive this Agreement.
1.5 Ownership of Reports.
1.5.1 Ocrolus agrees that after Ocrolus provides a Report to Client, the Report will be owned only by Client, which may use it in any lawful way.
1.5.2 Client promises not to broker, sell, license, distribute, or re-distribute any Report to third parties without Ocrolus’ prior written consent. This Section 1.5.2 will survive this Agreement.
1.6 Fees; Billing.
1.6.1 Billing Terms for On-Demand Services.
(a) If Client utilizes On-Demand Services, Ocrolus will invoice Client monthly in arrears for any amounts due for Services according to each type of Record processed. Client must pay the amount in the invoice in U.S. dollars within 7 calendar days after the date of the invoice (or as otherwise outlined in an Order Form, if applicable).
1.6.2 Billing Terms for Committed Services.
(a) Unless otherwise agreed in the applicable Order Form, Client will prepay on or before the Subscription Start Date indicated in the Order Form an amount equal to the annual Committed Volume (or annual Generic Prepayment) for the Initial Term. Ocrolus will invoice Client prior to the first day of the Initial Term (and each Renewal Term) for the annual Committed Volume (or Generic Prepayment) and Client agrees to pay the total amount due within the number of days stated in the Order Form after the date of the invoice (“net X” indicating the number of days after the invoice date payment is due).
(b) If Client elects to prepay its annualized Committed Volume (or Generic Prepayment) in installments (i.e., on a semi-annual or quarterly basis), then Ocrolus will invoice Client in installments as outlined in the Order Form and Client agrees to pay the total amount due within the number of days stated in the Order Form after the date of the invoice (“net X” indicating the number of days after the invoice date payment is due).
(c) Unless otherwise agreed in the applicable Order Form Committed Volume and Generic Prepayments cannot be carried over from the Initial Term to a Renewal Term (or any Renewal Term to a subsequent Renewal Term), and any amounts paid for unused Committed Volume or Generic Prepayment for any Initial Term or Renewal Term will remain with Ocrolus.
(d) Client will only have access to the Committed Volume that Client prepays to Ocrolus. Ocrolus will invoice Client monthly in arrears for any amounts due for any Services over the annual (or, in the case of installments, semi-annual or quarterly) Committed Volume or Generic Prepayment at the On-Demand Price set forth in the Order Form. Client must pay the amount in the invoice in U.S. dollars within 7 days after the date of the invoice (or as otherwise outlined in the Order Form).
1.6.3 Billing Terms for All Accounts.
(a) Unless otherwise agreed in the applicable Order Form, Ocrolus will invoice Client upon signing of the Order Form for the cost of setting up the Client’s Services (the “Implementation Fee”) and any other initial fees. Such invoice shall be due and payable on receipt.
(b) Client agrees to pay each invoice with electronic fund transfer through the Automated Clearing House or by Stripe. If Client signs up for Services via the Ocrolus Site, then Client is required to use Stripe for invoice payment. If Client uses Stripe, Client agrees to the Stripe terms of service (located at https://stripe.com/legal/payment-terms and https://stripe.com/legal/end-users) and privacy policy (located at https://stripe.com/privacy). As a condition of Ocrolus enabling payment processing services through Stripe, Client agrees to provide Ocrolus with accurate and complete information about Client and its business, and Client authorizes Ocrolus to share that information and transaction information related to its use of the payment processing services provided by Stripe.
(c) Ocrolus reserves the right to charge Client for any Unapproved or Rejected Documents; provided, however, that those fees will be included as a separate line item on the related invoice.
(d) Unless otherwise agreed in the applicable Order Form, after the first 12-month period from the Effective Date of this Agreement, Ocrolus may increase its standard fee rates charged to Client upon at least 60 days’ prior written notice to Client, provided that: (a) such increases shall occur no more frequently than once every 12-month period, and (b) the amount of such increase shall not exceed 7%. Notwithstanding the foregoing, Ocrolus reserves the right to increase its standard fee rates more than 7% in the event that: (a) Client increases or adjusts the scope of the Services, or (b) Client's total amount due for annual Commit Volume is less than $50,000.
(e) If Client fails to make any payment when due, without limiting Ocrolus’ other rights and remedies: (a) Ocrolus may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law; (b) Client shall reimburse Ocrolus for all reasonable costs incurred by Ocrolus in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Notwithstanding the foregoing, if Client, acting in good faith, disputes the accuracy of all or part of an invoice, Client must notify Ocrolus within 5 business days of receipt of the invoice in question, including the specific item(s) in dispute and the reason for the dispute. Upon receipt of that notice by Ocrolus, Ocrolus and Client must work in a commercially reasonable and expedited manner to resolve it. Client will remain responsible for payment of any undisputed or resolved invoices in accordance with this section.
1.6.4 Suspension of Services. Ocrolus shall have the right to suspend any part of the Services if (a) Client fails to make a payment in full when due, (b) Ocrolus notifies Client, and (c) Client has failed to make that payment in full within 10 business days after receipt of such notice. If Client reasonably disputes in writing any amount due to Ocrolus, Ocrolus shall not suspend the Service until after the 31st day after it received that notice. Ocrolus may also suspend Client’s access to any portion of the Services immediately if: (i) Ocrolus reasonably determines that (A) Client’s use of the Services disrupts or poses a security risk to any Ocrolus Confidential Information or to any other customers or vendor of Ocrolus; (B) Client is using the Service for fraudulent or illegal activities or in violation of this Agreement; (C) subject to Applicable Law, Client has ceased to continue business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (D) Ocrolus’ provision of Services to Client is prohibited by Applicable Law. Ocrolus shall use commercially reasonable efforts to provide written notice of any suspension of Services and provide updates regarding resumption of Services following any suspension of Services.
1.7 Service Levels. Subject to the terms and conditions of this Agreement, Ocrolus shall use commercially reasonable efforts to make the Services available in accordance with the Service Levels available on Schedule I.
SECTION 2 TERM AND TERMINATION
2.1 Unless otherwise agreed in an applicable Order Form, this Agreement will commence as of the Effective Date and will end on the first anniversary of the Subscription Start Date (the “Initial Term”) if earlier terminated in accordance with Section 2.2 below. If Client has an Order Form, this Agreement will continue until all Order Forms executed pursuant to this Agreement have terminated or expired.
2.2 This Agreement will automatically renew for consecutive terms of 1 year (each, a “Renewal Term”) unless either Party, at least 45 days prior to the expiration of the then-current Initial Term or Renewal Term (each, a “Term”), provides written notice to the other Party of its intention not to renew, in which case this Agreement (and the applicable Order Form(s), as the case may be) will expire at the end of the then-current Term.
2.3 Upon termination of this Agreement, Client shall immediately cease use of the Services and Ocrolus shall provide Client with all outstanding invoices and Reports within 30 days after the date of effective notice of termination or non-renewal. Client must make a final payment to Ocrolus for all obligations owed by Client within 30 days after the receipt of the final invoice.
SECTION 3 CONFIDENTIALITY
3.1 General Duty. Each Party (in such capacity, the “Recipient”) agrees to maintain the confidentiality of Confidential Information (as defined below) provided by or on behalf of the other Party (in such capacity, the “Disclosing Party”) under this Agreement. Recipient agrees to take all commercially reasonable steps to prevent disclosure or dissemination of the Disclosing Party’s Confidential Information to any person or entity other than those directors, officers, employees, agents, and contractors of Recipient who have a need to know it in order to assist Recipient in performing its obligations or exercising its rights under this Agreement, and who have been made aware of and agreed to be bound by confidentiality obligations at least as restrictive as those contained in this Agreement. In addition, the Recipient must not use the Disclosing Party’s Confidential Information, or authorize others to use the Disclosing Party’s Confidential Information, for any purpose other than in connection with performing its obligations or exercising its rights under this Agreement. As used in this Agreement, “reasonable steps” means steps that a Party takes to protect its own similarly confidential or proprietary information, which steps must in no event be less than a commercially reasonable standard of care.
3.2 Definition of Confidential Information. “Confidential Information” means the terms of this Agreement and any information in any form emanating, directly or indirectly, from Disclosing Party, concerning or relating to the Disclosing Party or the business operations of the Disclosing Party, including proprietary technology and/or business plans, in each case which has been imparted to the Recipient by the Disclosing Party. “Confidential Information” includes, without limitation, all Records, Reports, improvements, ideas, discoveries, inventions, prototypes, financial information, customer information, developments, methods, techniques, engineering, know-how, trade secrets, systems, documentation, drawings, renderings, sales and marketing plans, artwork, descriptions, component specifications, information of or relating to the project for which the Recipient has received that information, whether or not that project is susceptible to patent, copyright or any other form of protection and whether or not reduced to practice, and technical or research information and software, including that in the development stage whether developed or being developed by the Disclosing Party or third parties at the request of the Disclosing Party. To the extent reasonable, all information disclosed by the Disclosing Party must be presumed to constitute Confidential Information and will be so regarded by the Recipient. “Confidential Information” does not include any information which (a) at the time of disclosure is known by the public or thereafter becomes public knowledge through no act or omission of or on behalf of the Recipient; (b) is disclosed to Recipient by third parties having a right to do so; (c) is known to the Recipient prior to disclosure; or (d) is developed independently by the Recipient without use or reference to the Disclosing Party’s Confidential Information. Confidential Information does not include Anonymized Information. To the extent either Party maintains control or possession over any Confidential Information of the other Party, the terms of this clause will continue in full force and effect for a period of 3 years after the date of expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined by Applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.
3.3 Nothing contained in this Agreement should be read (a) to imply that Ocrolus retains, or to cause Ocrolus to in fact retain, the other Party’s Confidential Information or to act in any data storage capacity for Client, or (b) limit either Party’s right to delete, destroy or otherwise purge any Confidential Information.
3.4 In the event that a Recipient is required by legal or governmental process to disclose Confidential Information, Recipient must, to the extent permitted by Applicable Law, promptly notify the Disclosing Party and reasonably cooperate (at that Disclosing Party’s sole expense) to protect the Confidential Information requested from disclosure. Recipient must report to Disclosing Party, by telephone and e-mail, any unauthorized use or disclosure of Disclosing Party’s Confidential Information promptly after Disclosing Party learns of such unauthorized use or disclosure.
3.5 Client agrees and acknowledges that Ocrolus may use Confidential Information, including the Records or Reports, for internal compliance and audit purposes to ensure performance and accuracy of Record review and may share the same with third parties engaged by Ocrolus for the purpose of conducting audits, accuracy reviews, or compliance reviews who are subject to obligations of confidentiality at least as restrictive as those contained in this Agreement. Ocrolus will be responsible for any breach of the obligations of this Section 3 (Confidentiality) by any of those third parties, or their affiliates or subsidiaries, unless that third party has an agreement directly with Client with respect to the subject matter of this Agreement. Ocrolus agrees to use industry standard methods to anonymize Confidential Information used pursuant to this sub-section.
3.6 Client acknowledges and agrees that employees of Ocrolus East Private Limited (“Ocrolus East”), Ocrolus’ wholly owned subsidiary located in India, verify sections of Records, some of which is Confidential Information, to the extent the Services require human review. Ocrolus acknowledges and agrees that it is responsible for and liable to Client for Ocrolus East’s compliance with the terms of this Agreement, including the acts and omissions of any Ocrolus East employee in violation of Ocrolus’ obligations under this Agreement. Ocrolus must ensure that prior to receiving Confidential Information, each Ocrolus East employee has agreed to safeguard Confidential Information in a manner substantially similar to Ocrolus’ obligations under this Agreement.
SECTION 4 INFORMATION SECURITY
4.1 Ocrolus must: (a) protect the security and confidentiality of all Records, Reports, and other Confidential Information that is collected, accessed, stored, or received by Ocrolus and (b) develop, implement, and maintain a written information security program with administrative, technical, and physical safeguards to protect Records, Reports, and other Confidential Information against any unauthorized disclosure or use and any anticipated or reasonably foreseeable threats or hazards to the security or confidentiality of the Records, Reports, and other Confidential Information.
4.2 Ocrolus' information security program must comply with all applicable federal and state laws as well as industry best practices, including as it relates to firewalls, patching, and encryption of confidential data at rest and in transit. Each Party must not knowingly include in the Records, Reports, and other Confidential Information any personally identifiable information of any resident of the European Union (“EU Resident”) nor email or collect any information from any EU Resident without: (a) obtaining the prior written consent of the other Party; and (b) ensuring that Party’s compliance with the requirements of all Applicable Law, including the European Union General Data Protection Regulation (the “GDPR”). In addition, Client must not provide Records to Ocrolus from any country outside of the United States without the consent of Ocrolus and the Parties entering into Standard Contractual Clauses (or other ad hoc clauses to validate the transfer of data).
4.3 Ocrolus agrees to develop, implement and maintain adequate policies supporting Ocrolus' information security program designed to reasonably protect, in accordance with industry standards, all Records, Reports, and other Confidential Information to which it has access, against security breaches as defined in this Agreement.
4.4 Ocrolus agrees to (a) update and keep its security program current in light of changes in relevant technology; and (b) authorize only its employees and contractors who are necessary for and directly involved in the performance of its obligations under this Agreement to have access to the Records, Reports, and other Confidential Information (whether physically or through computer system access) and solely on a “need-to-know” basis.
4.5 If at any time Ocrolus discovers or otherwise becomes aware of: (a) any unauthorized access to Records, Reports, or other Confidential Information, or (b) any unauthorized intrusion or penetration involving systems or facilities under the control of Ocrolus resulting in unauthorized disclosure of Records, Reports, or other Confidential Information (each of (a) and (b), a “Security Breach”), Ocrolus must: (i) notify Client in writing of that Security Breach as soon as commercially possible, but no later than within 48 hours of when the Security Breach was confirmed, and furnish Client with the necessary details of that Security Breach; and (ii) cooperate with Client in any effort, action, or proceeding to protect the Records, Reports, and other Confidential Information and to mitigate and/or remediate the impact of the Security Breach, as Client reasonably deems necessary or as required by Applicable Law, including breach notification laws.
4.6 In the event of any Security Breach, Ocrolus must cooperate with Client and provide information that is reasonably requested in writing by Client with respect to the actions taken in response to that Security Breach and Ocrolus' compliance with the obligations set forth in this Section 4.
SECTION 5 INDEMNIFICATION AND LIABILITY
5.1 Client agrees to defend, indemnify, and hold harmless Ocrolus, its parents and affiliates, from and against all liabilities, claims, damages, and expenses (including reasonable attorney's fees and costs) arising from or otherwise related to: (a) Client’s use of the Services in a manner not authorized by this Agreement; (b) any gross negligence or willful misconduct by Client in performance of this Agreement; (c) Client’s breach or alleged breach of this Agreement; or (d) any claim that the Records or Client’s Confidential Information infringe the intellectual property rights of any third party.
5.2 Ocrolus agrees to defend, indemnify, and hold harmless Client, its parents and affiliates (collectively, the “Client Indemnified Parties”) against any third-party liabilities, claims, demands or suits that arise from: (a) any gross negligence or willful misconduct by Ocrolus in performance of the Services under this Agreement; (b) Ocrolus’ breach or alleged breach of this Agreement (including any Security Breach or unauthorized disclosure of Client’s Confidential Information); or (c) any claim that the use of the Services as authorized in this Agreement infringes the intellectual property rights of any third party.
5.3 In the case of any claim by Client for indemnification under sub-section5.2(c), Client agrees to provide Ocrolus with timely written notice of that claim, that Ocrolus will have sole control over the defense of such claim, and that Client will provide or procure reasonable cooperation from Client Indemnified Parties upon Ocrolus' request for any such assistance.
5.4 Should any Services become, or in Ocrolus’ opinion be likely to become, the subject of a claim by Client for indemnification under clause 5.2(c), Ocrolus agrees to, at its option: (a) procure for the Client Indemnified Parties the right to make continued use of the Services in accordance with this Agreement; (b) replace or modify the affected Services so that they become non-infringing but with substantially equivalent functionality and performance; or (c) if neither (a) nor (b) is reasonably available, terminate this Agreement.
5.5 Ocrolus will have no liability or indemnification obligations under this Agreement based on (a) use for a purpose or in a manner for which the Services were not designed; (b) use of any older version of Services software when use of a newer revision was made available by Ocrolus to Client; or (c) any use of the Services in breach of this Agreement.
5.6 Neither Party will be liable to the other for consequential, incidental, indirect, punitive, or special damages (including loss of profits, data, business, or goodwill), from any cause of action of any kind, including any action sounding in contract, tort, breach of warranty, or otherwise.
5.7 It is further agreed that each Party’s aggregate liability for direct damages in connection with a claim under this Agreement will not exceed the total amount paid or received by the respective Party in the 12 months preceding the date upon which that claim first accrued.
SECTION 6 REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1 Client Representations, Warranties and Covenants.
6.1.1 Client represents and warrants that it has full power, capacity, and authority to enter into this Agreement.
6.1.2 Client represents, warrants, and agrees that no person’s privacy rights are being or will be infringed, and no Applicable Law is being violated by providing Ocrolus with any of the information used for the Services.
6.1.3 Client agrees that it will comply in all material respects with Applicable Law in its use of the Services under this Agreement.
6.2 Ocrolus Representations, Warranties and Covenants.
6.2.1 Ocrolus represents and warrants that (a) it has full power, capacity, and authority to enter into this Agreement, and (b) it will comply in all material respects with Applicable Law in performing this Agreement.
6.2.2 Ocrolus agrees that during the Term it will (a) provide the Services in a professional and workmanlike manner, and (b) update and enhance the Services in the regular course of its business. In the event of a breach of this Section 6.2.2, Ocrolus’ initial and primary means to remedy that breach will be to re-perform any defective Service again before any further action may be taken under this Agreement.
6.3 Disclaimer of Warranties. Except as expressly provided in this Agreement, Ocrolus disclaims all warranties, express and implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by Ocrolus or its authorized representatives will create a warranty of any kind or in any way increase the scope of Ocrolus’ obligations in this Agreement. The Services may be used to access and transfer information over the internet. Client acknowledges and agrees that Ocrolus does not operate or control the internet and that unauthorized users may attempt to obtain access to and damage Client’s data, web sites, computers, or networks. Except with respect to breaches of this Agreement, Ocrolus will not be responsible for those activities. Client is responsible for preserving and making adequate backups of its data and any Records.
SECTION 7 GENERAL PROVISIONS
7.1 Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, arrangements or understandings, whether written or oral, with respect to that subject matter.
7.2 Binding Effect and Assignment. Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will inure to the benefit of, the successors and permitted assigns of the Parties. The Parties may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets. Nothing in this Agreement is intended to confer upon any Party, or their respective successors and assigns, any rights or obligations under or by reason of this Agreement, except as expressly provided herein.
7.3 Modifications.
7.3.1 Client acknowledges and agrees that Ocrolus has the right, in its sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. Client will be notified of modifications through notifications through the Services or direct email communication from Ocrolus. Client will be responsible for reviewing and becoming familiar with any such modifications.
7.3.2 Certain portions of the Services may, or may in the future, have different terms and conditions posted on the Site or may require you to agree with and accept additional terms and conditions. When you use such Services and agree to the additional terms and conditions they will be incorporated into and form part of this Agreement. If there is a conflict between this Agreement and terms and conditions posted for a specific portion of the Services, the latter terms and conditions shall take precedence with respect to Client’s use of or access to that portion of the Services.
7.4 Waiver.
7.4.1 No provision of this Agreement may be waived except by a written document executed by the Party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given and will not constitute a continuing waiver.
7.4.2 No delay or omission by either Party in exercising any right, power, or privilege under this Agreement will impair that right, power, or privilege, nor will any single or partial exercise of any right, power, or privilege preclude any further exercise of that right or the exercise of any other right, power, or privilege.
7.5 Independent Contractor Status.
7.5.1 Ocrolus will act as an independent contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Ocrolus has no authority to act as agent for, or on behalf of, Client, or to represent or bind Client in any manner. Ocrolus will not be entitled to worker's compensation, retirement, insurance, or other benefits afforded to employees of Client. Client agrees to pay all sales tax on Services, and Ocrolus agrees to pay all tax associated with furnishing the Services, including taxes on income, receipts, and payroll and arising from Ocrolus doing business in any particular jurisdiction.
7.6 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) the word “or” has the inclusive meaning frequently identified with the phrase “and/or”; (c) the word “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation”; and (d) any reference in this Agreement to any statute, rule, regulation, or agreement (including this Agreement), include its form after having been amended, restated, revised, modified, supplemented, reenacted, or succeeded.
7.7 Notices.
7.7.1 The Parties agree that notices under this Agreement will be effective if and only if in writing addressed to the recipient Party at its address below (or any other address it later provides in writing), via email, or via overnight courier service or postal mail requiring the recipient’s or its agent’s signature. Email notices will be deemed received upon the sender’s receipt of a delivery or read receipt, or, in the absence of a notice to the contrary, after one day. Physical mail will be deemed received at the time it is signed for at the destination.
7.7.2 Any notices from Client to Ocrolus must be sent to our corporate headquarters at 101 Greenwich Street, Fl. 23, New York, NY 10006, Attention: Legal Department, with a copy to: legal@ocrolus.com.
7.7.3 Notwithstanding the foregoing, Client consents to receiving electronic communications from Ocrolus. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. Client agrees that any notices, agreements, disclosures, or other communications that Ocrolus sends to Client electronically will satisfy any legal communication requirements, including that such communications be in writing.
7.8 No Responsibility for Force Majeure Loss. Each Party agrees that the other Party will not be responsible for any damage resulting from force majeure events beyond the control of such other Party or its employees or agents, including the advent or escalation of wars, riots, pandemics, and natural disasters.
7.9 Choice of Law and Venue.
7.9.1 This Agreement is governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws or choice of law rules and principles.
7.9.2 The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of New York and agree that any action or proceeding relating to this Agreement must be brought exclusively in any state court of general jurisdiction in the City of New York.
7.9.3 The Parties waive any objection that either may have to the conduct of any action or proceeding in such a court based on improper venue or inconvenient forum, waive personal service of any and all process upon it, and consent that all service of process may be made by certified mail or nationally recognized courier service directed to it at the address set forth in this Agreement and that service made will be deemed to have been posted.
7.9.4 Client consents to the personal and subject matter jurisdiction of the aforementioned courts for the purpose of adjudicating any claims subject to this forum selection provision.
7.9.5 Nothing contained in this Section affects the right of any Party to serve legal process in any other manner permitted by law.
7.10 Jury Trial Waiver. In any action or proceeding commenced in connection with this Agreement, the Parties expressly and IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY.
7.11 Costs of Enforcement; Attorney’s Fees. In the event of any litigation, arbitration, or other dispute arising as a result of, in connection with, or by reason of this Agreement, the substantially prevailing Party in that dispute will be entitled to receive reimbursement and payment of all costs and expenses incurred in connection with settling or resolving that dispute, including reasonable attorneys’ fees.
7.12 Severability. Whenever possible, each provision of this Agreement must be interpreted in a manner that makes it effective and valid under Applicable Law. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without that provision, and this Agreement will be construed to the fullest extent possible as to give effect to the intentions of the provisions found to be unenforceable or invalid. The Parties agree that a court may reform that provision so that it is reasonable under the circumstances and that that provision, as reformed, will be enforceable, except that the material intent of the Parties in entering into this Agreement must not be defeated or rendered impossible by the removal of that provision from this Agreement.
7.13 Use of Name and Logo.
7.13.1 Client grants Ocrolus the right to use Client's company name and logo in marketing and sales materials solely to identify Client as a customer of Ocrolus.
7.13.2 If Client has Committed Services (as outlined in an applicable Order Form), Ocrolus hereby grants Client the express right to use Ocrolus’ company name and logo solely to identify Ocrolus as a provider of services to Client.
7.13.3 Other than as expressly stated in this Agreement, neither Party will use the other Party's names, marks, or logos without the prior written permission of the other Party.
7.14 Surviving Provisions. Any of the provisions in this Agreement which expressly or impliedly by their nature should survive this Agreement will survive.
7.14.1 Further Actions; Recordation. Each Party and its permitted assigns and transferees agrees to execute, acknowledge, and deliver additional documents, and take further actions as may be required, from time to time, to carry out each of the provisions and the intent of this Agreement and every agreement or document relating to or entered into connection with this Agreement.
7.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will constitute one and the same document.
7.16 Electronic Signature. This Agreement and any other documents to be delivered in connection with it may be electronically signed, and any electronic signatures appearing on this Agreement or other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
SCHEDULE 1
SERVICE LEVEL AGREEMENT
This Schedule 1 is the Service Level Agreement (“SLA”) between Ocrolus and Client.
1. Definitions. The following capitalized terms have the meaning set forth below:
a. “Downtime” means more than a 5% Error Rate, or complete lack of external connectivity to the service. Downtime is measured based on server-side Error Rate.
b. “Error Rate” means the number of Valid Requests that result in a response with HTTP Status 500 and Code "Internal Error," divided by the total number of Valid Requests during that period.
c. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of continuous 5-minute periods of Downtime during the month.
d. “Service Credits” means the corresponding amounts that may be due from Ocrolus to Client if the Service Levels are not achieved in a given month.
e. “Service Deficiency” means an instance in which Ocrolus fails to meet one or more Service Levels.
f. “Turnaround Time” for a Service means the time elapsed between (i) Ocrolus’ receipt of the relevant Records, properly submitted between the hours of 8:00 a.m. and 8:00 p.m. Eastern Standard Time, Monday through Friday (excluding U.S. federal holidays) and (ii) delivery of the Services.
g. “Valid Request” means a request that conforms to the protocol for use of the Services set out at https://docs.ocrolus.com/, and that would normally result in a non-error response.
2. Service Levels.
a. Uptime. Ocrolus agrees that during the Term of this Agreement, Ocrolus will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99%, in each case during any monthly billing cycle (“Uptime”).Uptime reports of availability are currently available at https://status.ocrolus.com/.
b. Turnaround Time. Ocrolus agrees that during the Term of this Agreement, it will use commercially reasonable efforts to deliver at least 90% of Reports to Client within the time frame agreed to in the applicable Order Form for the corresponding type of Record (“Turnaround Time”). For the avoidance of doubt, any bespoke Services, analytics, or reporting not documented in an Order Form but provided by Ocrolus for Client will not be included in Turnaround Time.
c. Scheduled Maintenance. Ocrolus may schedule periods when the Services or its software will be unavailable, in order to improve, repair or otherwise maintain the Services (“Scheduled Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 1 week in advance of upgrades, maintenance and other planned activities that may result in a material interruption in Service.Ocrolus will perform its Scheduled Maintenance only on Saturday and Sunday before 7:00 a.m. and after 7:00 p.m. Eastern StandardTime.
d. Emergency Maintenance. On occasion, emergency maintenance may be required to address material security-related issues or technical problems that would impact the availability of the Services, resolution of which cannot wait until or be remedied during Scheduled Maintenance (“Emergency Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 2 hours in advance of any Emergency Maintenance. Ocrolus will also promptly notify Client of the Emergency Maintenance and actions being taken in the course of that Emergency Maintenance once Ocrolus becomes aware of an occasion requiring Emergency Maintenance.
3. Service Credits.
a. Service Credit Amount. In the event that Uptime or Turnaround Time (collectively, the “Service Levels”) in any given month falls below the levels outlined in Section 2(a) or 2(b) above, then within 30 days after the end of the applicable month, Client may request the corresponding Service Credit which shall be applied to those Reports that do not meet the Service Levels.
b. Claims for Service Credit. Client must make claims for a Service Credit to Ocrolus’ customer support organization in writing. Ocrolus must investigate the claim and must respond back to Client within 14 calendar days after receipt of the claim. Ocrolus’ response must either (i) accept the validity of the claim, or (ii) dispute the claim, including supporting details and documentation. In case of a dispute, the Parties will seek to resolve it promptly in good faith.
c. Use of Service Credits. Service Credits lack cash value, but Ocrolus will apply each Service Credit to one or more future invoices for the same Service. Service Credits cannot be applied to amounts due for other Services.Client’s sole and exclusive remedy, and Ocrolus’ sole and exclusive liability, in the event of a Service Deficiency will be application of the Service Credits in accordance with the terms of this SLA.
d. Any Service Credits for a Service Deficiency will be calculated as a percentage of the monthly pro rata share of the Client’s Committed Price as follows:
Monthly Uptime Percentage | Service Credit |
| 99.00% or higher | None |
| 98.00%-98.99% | 10% |
| 95.00%-97.99% | 15% |
| Under 95.00% | 20% |
Monthly Percentage of Reports Delivered Within Turnaround Time | Service Credit |
| 90.00% or higher | None |
| 89.99%-80.00% | 10% |
| 79.99%-70.00% | 15% |
| Under 70.00% | 20% |
4. Service Level Agreement Exclusions. Client agrees that Ocrolus will not be deemed to have failed to meet a Service Level because of a Service’s unavailability, suspension, or termination caused by events beyond the reasonable control of Ocrolus. These include, without limitation:
a. Natural disasters, acts of terrorism, riots, insurrections, epidemics, pandemics, wars, extraordinary governmental actions, ISP provider failures or delays, and any other event reasonably considered to be an event of force majeure;
b. Actions or inactions of Client or any third party not controlled by Ocrolus;
c. Failures that result from Client’s equipment, software or other technology and/or third party equipment, software or other technology;
d. Those that result from an extraordinary submission of Records on a daily basis beyond 120% of average daily Client volume, as determined on a rolling average of the 12 weeks ending before; or
e. Arising from non-payment or late payment of an undisputed invoice, or suspension or termination of Client’s right to use the Services because of its breach of this Agreement.
SCHEDULE 2
1. Definitions. Capitalized terms in the Agreement have the meaning set forth below:
a. “Applicable Law” means any foreign, federal, state, or local law, rule or regulation: (i) applicable to Client in its use of the Services or providing the Records to Ocrolus, in each case as detailed in this Agreement; or (ii) applicable to Ocrolus in providing the Services to Client.
b. “Committed Services” means the set Commit Volume for Services for the Term.
c. “Commit Price” means the dollar amount Client is charged for each Record processed for Services as part of Client’s Commit Volume.
d. “Commit Volume” means the predetermined total number of Records the Client has agreed to have processed during the Term.
e. “Generic Prepayment” means the predetermined amount of money Client has agreed to spend for Services during the Term without a Commit Volume.
f. “Ocrolus Site” means the website located at www.ocrolus.com (or other re-directed links that are hosted or maintained by Ocrolus).
g. “On Demand Services” means a Client who has not agreed to set a Commit Volume for Services during the Term.
h. “On-Demand Price” means the dollar amount Client is charged for each Record processed for Services that are not a part of a Client’s Commit Volume.
i. “Order Form” means an ordering document specifying the specific Services to be provided under the Agreement.
j. “Subscription Start Date” means: (i)the first calendar day of the month in whichClient begins use of the Services, or (ii) as otherwise outlined on an Order Form.
k. “Unapproved or Rejected Documents” means any documentation or images uploaded to the Services that are not supported by the Ocrolus system and are not listed as supported documents at https://docs.ocrolus.com/docs.
[End of Agreement]
Effective September 16th 2022 to September 27th 2022
DownloadTable of Contents
This Master Service Agreement (this “Agreement”) is made between Ocrolus Inc. (“Ocrolus”) and the party accepting this Agreement (“Client,” each being a “Party”). Ocrolus provides tools for parsing, searching, analyzing, and summarizing data (the “Services”), reducing the need for manual review. Client is engaging Ocrolus to review documents provided by its applicants and customers who in each case are businesses or individuals resident in the United States of America (each a “Record” and collectively, “Records”). Capitalized terms not defined in the body of this Agreement have the meaning ascribed in Schedule 2.
This Agreement provides the framework for provision of the Services. If you are an existing Ocrolus customer and you have a negotiated master services agreement and/or order form in place for the provision of the Services (“Existing Agreement”), the terms of the Existing Agreement shall apply.
THIS AGREEMENT TAKES EFFECT WHEN CLIENT CLICKS A BOX INDICATING ACCEPTANCE OR SIGNS AN ORDER FORM WITH A HYPERLINK OR REFERENCE TO THIS AGREEMENT (THE “EFFECTIVE DATE”). IF CLIENT REGISTERS FOR A FREE TRIAL OF THE SERVICES ON THE OCROLUS SITE THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL. BY ACCEPTING THIS AGREEMENT CLIENT: (A) ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS. CLIENT MAY NOT ACCESS OR USE THE SERVICES IF IT DOES NOT AGREE TO THESE TERMS.
SECTION 1 SERVICES
1.1 Services, Reports, and Order Forms.
1.1.1 The Parties expect the Services to include (a) Client correctly transferring Records to Ocrolus for review, (b) Ocrolus processing the Records, and (c) Ocrolus producing one or more agreed-upon reports (each, a “Report”).
1.1.2 If Client enters into an Order Form with Ocrolus and the terms and conditions of the Order Form conflict with this Agreement, the Order Form will control.
1.2 Client Service. Ocrolus shall provide customer service to Client from 9:00 a.m. to 6:00 p.m. Eastern Standard Time, Monday through Friday, excluding U.S. federal holidays.
1.3 Access to Services and Restrictions.
1.3.1 Subject to and conditioned on Client’s compliance with all terms and conditions set forth in this Agreement, Ocrolus grants Client a limited, revocable, non-exclusive, worldwide, royalty-free (other than fees payable under this Agreement), non-transferable, non-sublicensable license to access and use the Services solely for Client’s own internal business purposes.
1.3.2 Except as expressly authorized by this Agreement, Client agrees not to, and not to allow any end user under its employ to, (a) grant any third party not under the control of Client access to or permission to use the Services, (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive any trade secrets embodied in the Services, (c) use the Services to violate any Applicable Law, (d) copy, modify, or create derivative works of the Services, in whole or in part, (e) remove any proprietary notices from the Services, (f) white label or resell the Services in any of Client’s own offerings, applications, or websites, or (g) attempt to cloak or conceal Client’s identity when requesting authorization to use the Services.
1.3.3 Client will comply with all terms and conditions of this Agreement, all Applicable Law, rules, and regulations, and all guidelines, standards, and requirements that may be communicated to Client or posted on the Ocrolus Site from time to time. In addition, Client will not use the Services in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in items or software used for any illegal activities.
1.3.4 If Client registers for a free trial of the Services, Ocrolus will make one or more Services available to Client on a trial basis, free of charge, until the earlier of (a) the end of the free trial period for which Client registered to use the applicable Services, or (b) the Subscription Start Date of any purchased Services ordered by Client. Additional trial terms and conditions may appear on the trial registration web page and are incorporated herein by reference.
1.3.5 Except for the limited right and licenses granted herein, Ocrolus retains all right, title, and interest (including all intellectual property and proprietary rights) in and to the Services, all copies, modifications, and derivative works thereof (including all intellectual property and proprietary rights involved in the development of additional Services).
1.4 Use of Records; Anonymized Information.
1.4.1 “Anonymized Information” means information based on or derived from Records or other materials provided by Client to Ocrolus that:
(a) combines information about multiple individuals; and
(b) does not specifically identify any individual; or
(c) has been transformed to the point where it cannot be used to identify any individual.
1.4.2 Client agrees that Ocrolus will own all rights, title, and interest, including intellectual property rights, in and to Anonymized Information based on or derived from its Records. Client also agrees that Ocrolus may continue to use that Anonymized Information indefinitely.
1.4.3 Client grants Ocrolus a limited, non-exclusive, royalty-free license to use all of the materials and Records it provides pursuant to this Agreement, which license will enable Ocrolus to discharge its obligations under this Agreement.
1.4.4 Client agrees to obtain all rights, permissions, and authorizations, if any, from third parties required to provide the Records to Ocrolus.
1.4.5 Ocrolus maintains the right to either return to Client or to delete, purge, or otherwise destroy, in its sole discretion, any Records provided by Client after the corresponding Report has been delivered to Client.
1.4.6 Notwithstanding the foregoing, Ocrolus may use Anonymized Information to monitor the effectiveness of its Services and for improvement and development of additional Services.
1.4.7 This Section 1.4 will survive this Agreement.
1.5 Ownership of Reports.
1.5.1 Ocrolus agrees that after Ocrolus provides a Report to Client, the Report will be owned only by Client, which may use it in any lawful way.
1.5.2 Client promises not to broker, sell, license, distribute, or re-distribute any Report to third parties without Ocrolus’ prior written consent. This Section 1.5.2 will survive this Agreement.
1.6 Fees; Billing.
1.6.1 Billing Terms for On-Demand Services.
(a) If Client utilizes On-Demand Services, Ocrolus will invoice Client monthly in arrears for any amounts due for Services according to each type of Record processed. Client must pay the amount in the invoice in U.S. dollars within 7 calendar days after the date of the invoice (or as otherwise outlined in an Order Form, if applicable).
1.6.2 Billing Terms for Committed Services.
(a) Unless otherwise agreed in the applicable Order Form, Client will prepay on or before the Subscription Start Date indicated in the Order Form an amount equal to the annual Committed Volume (or annual Generic Prepayment) for the Initial Term. Ocrolus will invoice Client prior to the first day of the Initial Term (and each Renewal Term) for the annual Committed Volume (or Generic Prepayment) and Client agrees to pay the total amount due within the number of days stated in the Order Form after the date of the invoice (“net X” indicating the number of days after the invoice date payment is due).
(b) If Client elects to prepay its annualized Committed Volume (or Generic Prepayment) in installments (i.e., on a semi-annual or quarterly basis), then Ocrolus will invoice Client in installments as outlined in the Order Form and Client agrees to pay the total amount due within the number of days stated in the Order Form after the date of the invoice (“net X” indicating the number of days after the invoice date payment is due).
(c) Unless otherwise agreed in the applicable Order Form Committed Volume and Generic Prepayments cannot be carried over from the Initial Term to a Renewal Term (or any Renewal Term to a subsequent Renewal Term), and any amounts paid for unused Committed Volume or Generic Prepayment for any Initial Term or Renewal Term will remain with Ocrolus.
(d) Client will only have access to the Committed Volume that Client prepays to Ocrolus. Ocrolus will invoice Client monthly in arrears for any amounts due for any Services over the annual (or, in the case of installments, semi-annual or quarterly) Committed Volume or Generic Prepayment at the On-Demand Price set forth in the Order Form. Client must pay the amount in the invoice in U.S. dollars within 7 days after the date of the invoice (or as otherwise outlined in the Order Form).
1.6.3 Billing Terms for All Accounts.
(a) Unless otherwise agreed in the applicable Order Form, Ocrolus will invoice Client upon signing of the Order Form for the cost of setting up the Client’s Services (the “Implementation Fee”) and any other initial fees. Such invoice shall be due and payable on receipt.
(b) Client agrees to pay each invoice with electronic fund transfer through the Automated Clearing House or by Stripe. If Client signs up for Services via the Ocrolus Site, then Client is required to use Stripe for invoice payment. If Client uses Stripe, Client agrees to the Stripe terms of service (located at https://stripe.com/legal/payment-terms and https://stripe.com/legal/end-users) and privacy policy (located at https://stripe.com/privacy). As a condition of Ocrolus enabling payment processing services through Stripe, Client agrees to provide Ocrolus with accurate and complete information about Client and its business, and Client authorizes Ocrolus to share that information and transaction information related to its use of the payment processing services provided by Stripe.
(c) Ocrolus reserves the right to charge Client for any Unapproved or Rejected Documents; provided, however, that those fees will be included as a separate line item on the related invoice.
(d) After the first 12-month period from the Effective Date of this Agreement, Ocrolus may increase its standard fee rates charged to Client upon at least 60 days’ prior written notice to Client, provided that: (a) such increases shall occur no more frequently than once every 12-month period, and (b) the amount of such increase shall not exceed 7%.
(e) If Client fails to make any payment when due, without limiting Ocrolus’ other rights and remedies: (a) Ocrolus may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law; (b) Client shall reimburse Ocrolus for all reasonable costs incurred by Ocrolus in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees. Notwithstanding the foregoing, if Client, acting in good faith, disputes the accuracy of all or part of an invoice, Client must notify Ocrolus within 5 business days of receipt of the invoice in question, including the specific item(s) in dispute and the reason for the dispute. Upon receipt of that notice by Ocrolus, Ocrolus and Client must work in a commercially reasonable and expedited manner to resolve it. Client will remain responsible for payment of any undisputed or resolved invoices in accordance with this section.
1.6.4 Suspension of Services. Ocrolus shall have the right to suspend any part of the Services if (a) Client fails to make a payment in full when due, (b) Ocrolus notifies Client, and (c) Client has failed to make that payment in full within 10 business days after receipt of such notice. If Client reasonably disputes in writing any amount due to Ocrolus, Ocrolus shall not suspend the Service until after the 31st day after it received that notice. Ocrolus may also suspend Client’s access to any portion of the Services immediately if: (i) Ocrolus reasonably determines that (A) Client’s use of the Services disrupts or poses a security risk to any Ocrolus Confidential Information or to any other customers or vendor of Ocrolus; (B) Client is using the Service for fraudulent or illegal activities or in violation of this Agreement; (C) subject to Applicable Law, Client has ceased to continue business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (D) Ocrolus’ provision of Services to Client is prohibited by Applicable Law. Ocrolus shall use commercially reasonable efforts to provide written notice of any suspension of Services and provide updates regarding resumption of Services following any suspension of Services.
1.7 Service Levels. Subject to the terms and conditions of this Agreement, Ocrolus shall use commercially reasonable efforts to make the Services available in accordance with the Service Levels available on Schedule I.
SECTION 2 TERM AND TERMINATION
2.1 Unless otherwise agreed in an applicable Order Form, this Agreement will commence as of the Effective Date and will end on the first anniversary of the Subscription Start Date (the “Initial Term”) if earlier terminated in accordance with Section 2.2 below. If Client has an Order Form, this Agreement will continue until all Order Forms executed pursuant to this Agreement have terminated or expired.
2.2 This Agreement will automatically renew for consecutive terms of 1 year (each, a “Renewal Term”) unless either Party, at least 45 days prior to the expiration of the then-current Initial Term or Renewal Term (each, a “Term”), provides written notice to the other Party of its intention not to renew, in which case this Agreement (and the applicable Order Form(s), as the case may be) will expire at the end of the then-current Term.
2.3 Upon termination of this Agreement, Client shall immediately cease use of the Services and Ocrolus shall provide Client with all outstanding invoices and Reports within 30 days after the date of effective notice of termination or non-renewal. Client must make a final payment to Ocrolus for all obligations owed by Client within 30 days after the receipt of the final invoice.
SECTION 3 CONFIDENTIALITY
3.1 General Duty. Each Party (in such capacity, the “Recipient”) agrees to maintain the confidentiality of Confidential Information (as defined below) provided by or on behalf of the other Party (in such capacity, the “Disclosing Party”) under this Agreement. Recipient agrees to take all commercially reasonable steps to prevent disclosure or dissemination of the Disclosing Party’s Confidential Information to any person or entity other than those directors, officers, employees, agents, and contractors of Recipient who have a need to know it in order to assist Recipient in performing its obligations or exercising its rights under this Agreement, and who have been made aware of and agreed to be bound by confidentiality obligations at least as restrictive as those contained in this Agreement. In addition, the Recipient must not use the Disclosing Party’s Confidential Information, or authorize others to use the Disclosing Party’s Confidential Information, for any purpose other than in connection with performing its obligations or exercising its rights under this Agreement. As used in this Agreement, “reasonable steps” means steps that a Party takes to protect its own similarly confidential or proprietary information, which steps must in no event be less than a commercially reasonable standard of care.
3.2 Definition of Confidential Information. “Confidential Information” means the terms of this Agreement and any information in any form emanating, directly or indirectly, from Disclosing Party, concerning or relating to the Disclosing Party or the business operations of the Disclosing Party, including proprietary technology and/or business plans, in each case which has been imparted to the Recipient by the Disclosing Party. “Confidential Information” includes, without limitation, all Records, Reports, improvements, ideas, discoveries, inventions, prototypes, financial information, customer information, developments, methods, techniques, engineering, know-how, trade secrets, systems, documentation, drawings, renderings, sales and marketing plans, artwork, descriptions, component specifications, information of or relating to the project for which the Recipient has received that information, whether or not that project is susceptible to patent, copyright or any other form of protection and whether or not reduced to practice, and technical or research information and software, including that in the development stage whether developed or being developed by the Disclosing Party or third parties at the request of the Disclosing Party. To the extent reasonable, all information disclosed by the Disclosing Party must be presumed to constitute Confidential Information and will be so regarded by the Recipient. “Confidential Information” does not include any information which (a) at the time of disclosure is known by the public or thereafter becomes public knowledge through no act or omission of or on behalf of the Recipient; (b) is disclosed to Recipient by third parties having a right to do so; (c) is known to the Recipient prior to disclosure; or (d) is developed independently by the Recipient without use or reference to the Disclosing Party’s Confidential Information. Confidential Information does not include Anonymized Information. To the extent either Party maintains control or possession over any Confidential Information of the other Party, the terms of this clause will continue in full force and effect for a period of 3 years after the date of expiration or termination of this Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined by Applicable Law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.
3.3 Nothing contained in this Agreement should be read (a) to imply that Ocrolus retains, or to cause Ocrolus to in fact retain, the other Party’s Confidential Information or to act in any data storage capacity for Client, or (b) limit either Party’s right to delete, destroy or otherwise purge any Confidential Information.
3.4 In the event that a Recipient is required by legal or governmental process to disclose Confidential Information, Recipient must, to the extent permitted by Applicable Law, promptly notify the Disclosing Party and reasonably cooperate (at that Disclosing Party’s sole expense) to protect the Confidential Information requested from disclosure. Recipient must report to Disclosing Party, by telephone and e-mail, any unauthorized use or disclosure of Disclosing Party’s Confidential Information promptly after Disclosing Party learns of such unauthorized use or disclosure.
3.5 Client agrees and acknowledges that Ocrolus may use Confidential Information, including the Records or Reports, for internal compliance and audit purposes to ensure performance and accuracy of Record review and may share the same with third parties engaged by Ocrolus for the purpose of conducting audits, accuracy reviews, or compliance reviews who are subject to obligations of confidentiality at least as restrictive as those contained in this Agreement. Ocrolus will be responsible for any breach of the obligations of this Section 3 (Confidentiality) by any of those third parties, or their affiliates or subsidiaries, unless that third party has an agreement directly with Client with respect to the subject matter of this Agreement. Ocrolus agrees to use industry standard methods to anonymize Confidential Information used pursuant to this sub-section.
3.6 Client acknowledges and agrees that employees of Ocrolus East Private Limited (“Ocrolus East”), Ocrolus’ wholly owned subsidiary located in India, verify sections of Records, some of which is Confidential Information, to the extent the Services require human review. Ocrolus acknowledges and agrees that it is responsible for and liable to Client for Ocrolus East’s compliance with the terms of this Agreement, including the acts and omissions of any Ocrolus East employee in violation of Ocrolus’ obligations under this Agreement. Ocrolus must ensure that prior to receiving Confidential Information, each Ocrolus East employee has agreed to safeguard Confidential Information in a manner substantially similar to Ocrolus’ obligations under this Agreement.
SECTION 4 INFORMATION SECURITY
4.1 Ocrolus must: (a) protect the security and confidentiality of all Records, Reports, and other Confidential Information that is collected, accessed, stored, or received by Ocrolus and (b) develop, implement, and maintain a written information security program with administrative, technical, and physical safeguards to protect Records, Reports, and other Confidential Information against any unauthorized disclosure or use and any anticipated or reasonably foreseeable threats or hazards to the security or confidentiality of the Records, Reports, and other Confidential Information.
4.2 Ocrolus' information security program must comply with all applicable federal and state laws as well as industry best practices, including as it relates to firewalls, patching, and encryption of confidential data at rest and in transit. Each Party must not knowingly include in the Records, Reports, and other Confidential Information any personally identifiable information of any resident of the European Union (“EU Resident”) nor email or collect any information from any EU Resident without: (a) obtaining the prior written consent of the other Party; and (b) ensuring that Party’s compliance with the requirements of all Applicable Law, including the European Union General Data Protection Regulation (the “GDPR”). In addition, Client must not provide Records to Ocrolus from any country outside of the United States without the consent of Ocrolus and the Parties entering into Standard Contractual Clauses (or other ad hoc clauses to validate the transfer of data).
4.3 Ocrolus agrees to develop, implement and maintain adequate policies supporting Ocrolus' information security program designed to reasonably protect, in accordance with industry standards, all Records, Reports, and other Confidential Information to which it has access, against security breaches as defined in this Agreement.
4.4 Ocrolus agrees to (a) update and keep its security program current in light of changes in relevant technology; and (b) authorize only its employees and contractors who are necessary for and directly involved in the performance of its obligations under this Agreement to have access to the Records, Reports, and other Confidential Information (whether physically or through computer system access) and solely on a “need-to-know” basis.
4.5 If at any time Ocrolus discovers or otherwise becomes aware of: (a) any unauthorized access to Records, Reports, or other Confidential Information, or (b) any unauthorized intrusion or penetration involving systems or facilities under the control of Ocrolus resulting in unauthorized disclosure of Records, Reports, or other Confidential Information (each of (a) and (b), a “Security Breach”), Ocrolus must: (i) notify Client in writing of that Security Breach as soon as commercially possible, but no later than within 48 hours of when the Security Breach was confirmed, and furnish Client with the necessary details of that Security Breach; and (ii) cooperate with Client in any effort, action, or proceeding to protect the Records, Reports, and other Confidential Information and to mitigate and/or remediate the impact of the Security Breach, as Client reasonably deems necessary or as required by Applicable Law, including breach notification laws.
4.6 In the event of any Security Breach, Ocrolus must cooperate with Client and provide information that is reasonably requested in writing by Client with respect to the actions taken in response to that Security Breach and Ocrolus' compliance with the obligations set forth in this Section 4.
SECTION 5 INDEMNIFICATION AND LIABILITY
5.1 Client agrees to defend, indemnify, and hold harmless Ocrolus, its parents and affiliates, from and against all liabilities, claims, damages, and expenses (including reasonable attorney's fees and costs) arising from or otherwise related to: (a) Client’s use of the Services in a manner not authorized by this Agreement; (b) any gross negligence or willful misconduct by Client in performance of this Agreement; (c) Client’s breach or alleged breach of this Agreement; or (d) any claim that the Records or Client’s Confidential Information infringe the intellectual property rights of any third party.
5.2 Ocrolus agrees to defend, indemnify, and hold harmless Client, its parents and affiliates (collectively, the “Client Indemnified Parties”) against any third-party liabilities, claims, demands or suits that arise from: (a) any gross negligence or willful misconduct by Ocrolus in performance of the Services under this Agreement; (b) Ocrolus’ breach or alleged breach of this Agreement (including any Security Breach or unauthorized disclosure of Client’s Confidential Information); or (c) any claim that the use of the Services as authorized in this Agreement infringes the intellectual property rights of any third party.
5.3 In the case of any claim by Client for indemnification under sub-section5.2(c), Client agrees to provide Ocrolus with timely written notice of that claim, that Ocrolus will have sole control over the defense of such claim, and that Client will provide or procure reasonable cooperation from Client Indemnified Parties upon Ocrolus' request for any such assistance.
5.4 Should any Services become, or in Ocrolus’ opinion be likely to become, the subject of a claim by Client for indemnification under clause 5.2(c), Ocrolus agrees to, at its option: (a) procure for the Client Indemnified Parties the right to make continued use of the Services in accordance with this Agreement; (b) replace or modify the affected Services so that they become non-infringing but with substantially equivalent functionality and performance; or (c) if neither (a) nor (b) is reasonably available, terminate this Agreement.
5.5 Ocrolus will have no liability or indemnification obligations under this Agreement based on (a) use for a purpose or in a manner for which the Services were not designed; (b) use of any older version of Services software when use of a newer revision was made available by Ocrolus to Client; or (c) any use of the Services in breach of this Agreement.
5.6 Neither Party will be liable to the other for consequential, incidental, indirect, punitive, or special damages (including loss of profits, data, business, or goodwill), from any cause of action of any kind, including any action sounding in contract, tort, breach of warranty, or otherwise.
5.7 It is further agreed that each Party’s aggregate liability for direct damages in connection with a claim under this Agreement will not exceed the total amount paid or received by the respective Party in the 12 months preceding the date upon which that claim first accrued.
SECTION 6 REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1 Client Representations, Warranties and Covenants.
6.1.1 Client represents and warrants that it has full power, capacity, and authority to enter into this Agreement.
6.1.2 Client represents, warrants, and agrees that no person’s privacy rights are being or will be infringed, and no Applicable Law is being violated by providing Ocrolus with any of the information used for the Services.
6.1.3 Client agrees that it will comply in all material respects with Applicable Law in its use of the Services under this Agreement.
6.2 Ocrolus Representations, Warranties and Covenants.
6.2.1 Ocrolus represents and warrants that (a) it has full power, capacity, and authority to enter into this Agreement, and (b) it will comply in all material respects with Applicable Law in performing this Agreement.
6.2.2 Ocrolus agrees that during the Term it will (a) provide the Services in a professional and workmanlike manner, and (b) update and enhance the Services in the regular course of its business. In the event of a breach of this Section 6.2.2, Ocrolus’ initial and primary means to remedy that breach will be to re-perform any defective Service again before any further action may be taken under this Agreement.
6.3 Disclaimer of Warranties. Except as expressly provided in this Agreement, Ocrolus disclaims all warranties, express and implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by Ocrolus or its authorized representatives will create a warranty of any kind or in any way increase the scope of Ocrolus’ obligations in this Agreement. The Services may be used to access and transfer information over the internet. Client acknowledges and agrees that Ocrolus does not operate or control the internet and that unauthorized users may attempt to obtain access to and damage Client’s data, web sites, computers, or networks. Except with respect to breaches of this Agreement, Ocrolus will not be responsible for those activities. Client is responsible for preserving and making adequate backups of its data and any Records.
SECTION 7 GENERAL PROVISIONS
7.1 Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations, arrangements or understandings, whether written or oral, with respect to that subject matter.
7.2 Binding Effect and Assignment. Except as otherwise expressly provided in this Agreement, this Agreement will be binding on, and will inure to the benefit of, the successors and permitted assigns of the Parties. The Parties may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets. Nothing in this Agreement is intended to confer upon any Party, or their respective successors and assigns, any rights or obligations under or by reason of this Agreement, except as expressly provided herein.
7.3 Modifications.
7.3.1 Client acknowledges and agrees that Ocrolus has the right, in its sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. Client will be notified of modifications through notifications through the Services or direct email communication from Ocrolus. Client will be responsible for reviewing and becoming familiar with any such modifications.
7.3.2 Certain portions of the Services may, or may in the future, have different terms and conditions posted on the Site or may require you to agree with and accept additional terms and conditions. When you use such Services and agree to the additional terms and conditions they will be incorporated into and form part of this Agreement. If there is a conflict between this Agreement and terms and conditions posted for a specific portion of the Services, the latter terms and conditions shall take precedence with respect to Client’s use of or access to that portion of the Services.
7.4 Waiver.
7.4.1 No provision of this Agreement may be waived except by a written document executed by the Party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given and will not constitute a continuing waiver.
7.4.2 No delay or omission by either Party in exercising any right, power, or privilege under this Agreement will impair that right, power, or privilege, nor will any single or partial exercise of any right, power, or privilege preclude any further exercise of that right or the exercise of any other right, power, or privilege.
7.5 Independent Contractor Status.
7.5.1 Ocrolus will act as an independent contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Ocrolus has no authority to act as agent for, or on behalf of, Client, or to represent or bind Client in any manner. Ocrolus will not be entitled to worker's compensation, retirement, insurance, or other benefits afforded to employees of Client. Client agrees to pay all sales tax on Services, and Ocrolus agrees to pay all tax associated with furnishing the Services, including taxes on income, receipts, and payroll and arising from Ocrolus doing business in any particular jurisdiction.
7.6 Construction. The titles of the sections of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement. Unless the context of this Agreement clearly requires otherwise: (a) references to the plural include the singular, the singular the plural, and the part the whole; (b) the word “or” has the inclusive meaning frequently identified with the phrase “and/or”; (c) the word “including” has the inclusive meaning frequently identified with the phrase “including but not limited to” or “including without limitation”; and (d) any reference in this Agreement to any statute, rule, regulation, or agreement (including this Agreement), include its form after having been amended, restated, revised, modified, supplemented, reenacted, or succeeded.
7.7 Notices.
7.7.1 The Parties agree that notices under this Agreement will be effective if and only if in writing addressed to the recipient Party at its address below (or any other address it later provides in writing), via email, or via overnight courier service or postal mail requiring the recipient’s or its agent’s signature. Email notices will be deemed received upon the sender’s receipt of a delivery or read receipt, or, in the absence of a notice to the contrary, after one day. Physical mail will be deemed received at the time it is signed for at the destination.
7.7.2 Any notices from Client to Ocrolus must be sent to our corporate headquarters at 101 Greenwich Street, Fl. 23, New York, NY 10006, Attention: Legal Department, with a copy to: legal@ocrolus.com.
7.7.3 Notwithstanding the foregoing, Client consents to receiving electronic communications from Ocrolus. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the Services. Client agrees that any notices, agreements, disclosures, or other communications that Ocrolus sends to Client electronically will satisfy any legal communication requirements, including that such communications be in writing.
7.8 No Responsibility for Force Majeure Loss. Each Party agrees that the other Party will not be responsible for any damage resulting from force majeure events beyond the control of such other Party or its employees or agents, including the advent or escalation of wars, riots, pandemics, and natural disasters.
7.9 Choice of Law and Venue.
7.9.1 This Agreement is governed by and construed in accordance with the laws of the State of New York without regard to its conflict of laws or choice of law rules and principles.
7.9.2 The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts of New York and agree that any action or proceeding relating to this Agreement must be brought exclusively in any state court of general jurisdiction in the City of New York.
7.9.3 The Parties waive any objection that either may have to the conduct of any action or proceeding in such a court based on improper venue or inconvenient forum, waive personal service of any and all process upon it, and consent that all service of process may be made by certified mail or nationally recognized courier service directed to it at the address set forth in this Agreement and that service made will be deemed to have been posted.
7.9.4 Client consents to the personal and subject matter jurisdiction of the aforementioned courts for the purpose of adjudicating any claims subject to this forum selection provision.
7.9.5 Nothing contained in this Section affects the right of any Party to serve legal process in any other manner permitted by law.
7.10 Jury Trial Waiver. In any action or proceeding commenced in connection with this Agreement, the Parties expressly and IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY.
7.11 Costs of Enforcement; Attorney’s Fees. In the event of any litigation, arbitration, or other dispute arising as a result of, in connection with, or by reason of this Agreement, the substantially prevailing Party in that dispute will be entitled to receive reimbursement and payment of all costs and expenses incurred in connection with settling or resolving that dispute, including reasonable attorneys’ fees.
7.12 Severability. Whenever possible, each provision of this Agreement must be interpreted in a manner that makes it effective and valid under Applicable Law. If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without that provision, and this Agreement will be construed to the fullest extent possible as to give effect to the intentions of the provisions found to be unenforceable or invalid. The Parties agree that a court may reform that provision so that it is reasonable under the circumstances and that that provision, as reformed, will be enforceable, except that the material intent of the Parties in entering into this Agreement must not be defeated or rendered impossible by the removal of that provision from this Agreement.
7.13 Use of Name and Logo.
7.13.1 Client grants Ocrolus the right to use Client's company name and logo in marketing and sales materials solely to identify Client as a customer of Ocrolus.
7.13.2 If Client has Committed Services (as outlined in an applicable Order Form), Ocrolus hereby grants Client the express right to use Ocrolus’ company name and logo solely to identify Ocrolus as a provider of services to Client.
7.13.3 Other than as expressly stated in this Agreement, neither Party will use the other Party's names, marks, or logos without the prior written permission of the other Party.
7.14 Surviving Provisions. Any of the provisions in this Agreement which expressly or impliedly by their nature should survive this Agreement will survive.
7.14.1 Further Actions; Recordation. Each Party and its permitted assigns and transferees agrees to execute, acknowledge, and deliver additional documents, and take further actions as may be required, from time to time, to carry out each of the provisions and the intent of this Agreement and every agreement or document relating to or entered into connection with this Agreement.
7.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will constitute one and the same document.
7.16 Electronic Signature. This Agreement and any other documents to be delivered in connection with it may be electronically signed, and any electronic signatures appearing on this Agreement or other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
SCHEDULE 1
SERVICE LEVEL AGREEMENT
This Schedule 1 is the Service Level Agreement (“SLA”) between Ocrolus and Client.
1. Definitions. The following capitalized terms have the meaning set forth below:
a. “Downtime” means more than a 5% Error Rate, or complete lack of external connectivity to the service. Downtime is measured based on server-side Error Rate.
b. “Error Rate” means the number of Valid Requests that result in a response with HTTP Status 500 and Code "Internal Error," divided by the total number of Valid Requests during that period.
c. “Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of continuous 5-minute periods of Downtime during the month.
d. “Service Credits” means the corresponding amounts that may be due from Ocrolus to Client if the Service Levels are not achieved in a given month.
e. “Service Deficiency” means an instance in which Ocrolus fails to meet one or more Service Levels.
f. “Turnaround Time” for a Service means the time elapsed between (i) Ocrolus’ receipt of the relevant Records, properly submitted between the hours of 8:00 a.m. and 8:00 p.m. Eastern Standard Time, Monday through Friday (excluding U.S. federal holidays) and (ii) delivery of the Services.
g. “Valid Request” means a request that conforms to the protocol for use of the Services set out at https://docs.ocrolus.com/, and that would normally result in a non-error response.
2. Service Levels.
a. Uptime. Ocrolus agrees that during the Term of this Agreement, Ocrolus will use commercially reasonable efforts to make the Services available with a Monthly Uptime Percentage of at least 99%, in each case during any monthly billing cycle (“Uptime”).Uptime reports of availability are currently available at https://status.ocrolus.com/.
b. Turnaround Time. Ocrolus agrees that during the Term of this Agreement, it will use commercially reasonable efforts to deliver at least 90% of Reports to Client within the time frame agreed to in the applicable Order Form for the corresponding type of Record (“Turnaround Time”). For the avoidance of doubt, any bespoke Services, analytics, or reporting not documented in an Order Form but provided by Ocrolus for Client will not be included in Turnaround Time.
c. Scheduled Maintenance. Ocrolus may schedule periods when the Services or its software will be unavailable, in order to improve, repair or otherwise maintain the Services (“Scheduled Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 1 week in advance of upgrades, maintenance and other planned activities that may result in a material interruption in Service.Ocrolus will perform its Scheduled Maintenance only on Saturday and Sunday before 7:00 a.m. and after 7:00 p.m. Eastern StandardTime.
d. Emergency Maintenance. On occasion, emergency maintenance may be required to address material security-related issues or technical problems that would impact the availability of the Services, resolution of which cannot wait until or be remedied during Scheduled Maintenance (“Emergency Maintenance”). Ocrolus will use commercially reasonable efforts to notify Client’s designated point of contact by phone or email at least 2 hours in advance of any Emergency Maintenance. Ocrolus will also promptly notify Client of the Emergency Maintenance and actions being taken in the course of that Emergency Maintenance once Ocrolus becomes aware of an occasion requiring Emergency Maintenance.
3. Service Credits.
a. Service Credit Amount. In the event that Uptime or Turnaround Time (collectively, the “Service Levels”) in any given month falls below the levels outlined in Section 2(a) or 2(b) above, then within 30 days after the end of the applicable month, Client may request the corresponding Service Credit which shall be applied to those Reports that do not meet the Service Levels.
b. Claims for Service Credit. Client must make claims for a Service Credit to Ocrolus’ customer support organization in writing. Ocrolus must investigate the claim and must respond back to Client within 14 calendar days after receipt of the claim. Ocrolus’ response must either (i) accept the validity of the claim, or (ii) dispute the claim, including supporting details and documentation. In case of a dispute, the Parties will seek to resolve it promptly in good faith.
c. Use of Service Credits. Service Credits lack cash value, but Ocrolus will apply each Service Credit to one or more future invoices for the same Service. Service Credits cannot be applied to amounts due for other Services.Client’s sole and exclusive remedy, and Ocrolus’ sole and exclusive liability, in the event of a Service Deficiency will be application of the Service Credits in accordance with the terms of this SLA.
d. Any Service Credits for a Service Deficiency will be calculated as a percentage of the monthly pro rata share of the Client’s Committed Price as follows:
Monthly Uptime Percentage | Service Credit |
| 99.00% or higher | None |
| 98.00%-98.99% | 10% |
| 95.00%-97.99% | 15% |
| Under 95.00% | 20% |
Monthly Percentage of Reports Delivered Within Turnaround Time | Service Credit |
| 90.00% or higher | None |
| 89.99%-80.00% | 10% |
| 79.99%-70.00% | 15% |
| Under 70.00% | 20% |
4. Service Level Agreement Exclusions. Client agrees that Ocrolus will not be deemed to have failed to meet a Service Level because of a Service’s unavailability, suspension, or termination caused by events beyond the reasonable control of Ocrolus. These include, without limitation:
a. Natural disasters, acts of terrorism, riots, insurrections, epidemics, pandemics, wars, extraordinary governmental actions, ISP provider failures or delays, and any other event reasonably considered to be an event of force majeure;
b. Actions or inactions of Client or any third party not controlled by Ocrolus;
c. Failures that result from Client’s equipment, software or other technology and/or third party equipment, software or other technology;
d. Those that result from an extraordinary submission of Records on a daily basis beyond 120% of average daily Client volume, as determined on a rolling average of the 12 weeks ending before; or
e. Arising from non-payment or late payment of an undisputed invoice, or suspension or termination of Client’s right to use the Services because of its breach of this Agreement.
SCHEDULE 2
1. Definitions. Capitalized terms in the Agreement have the meaning set forth below:
a. “Applicable Law” means any foreign, federal, state, or local law, rule or regulation: (i) applicable to Client in its use of the Services or providing the Records to Ocrolus, in each case as detailed in this Agreement; or (ii) applicable to Ocrolus in providing the Services to Client.
b. “CommittedServices” means the set Commit Volume for Services for the Term.
c. “Commit Price” means the dollar amount Client is charged for each Record processed for Services as part of Client’s Commit Volume.
d. “Commit Volume” means the predetermined total number of Records the Client has agreed to have processed during the Term.
e. “Generic Prepayment” means the predetermined amount of money Client has agreed to spend for Services during the Term without a Commit Volume.
f. “Ocrolus Site” means the website located at www.ocrolus.com (or other re-directed links that are hosted or maintained by Ocrolus).
g. “On DemandServices” means a Client who has not agreed to set a Commit Volume for Services during the Term.
h. “On-Demand Price” means the dollar amount Client is charged for each Record processed for Services that are not a part of a Client’s Commit Volume.
i. “Order Form” means an ordering document specifying the specific Services to be provided under the Agreement.
j. “Subscription Start Date” means: (i)the first calendar day of the month in whichClient begins use of the Services, or (ii) as otherwise outlined on an Order Form.
k. “Unapproved or Rejected Documents” means any documentation or images uploaded to the Services that are not supported by the Ocrolus system and are not listed as supported documents at https://docs.ocrolus.com/docs.
[End of Agreement]
Terms of Use
Effective December 15th 2022
DownloadTable of Contents
These Terms of Use (“Terms”) apply to you and to any employees or commercial users that you authorize to use our products or services (collectively, “you” or “your”). These Terms apply to your access to and use of the websites, mobile applications and other online products and services, including but not limited to integration through application programming interface or “API” (collectively, the “Services”) provided by Ocrolus Inc. (together with its subsidiaries, affiliates, successors and assigns, “Ocrolus”, “us” or “we”) and are an agreement between you and Ocrolus.
By using the Services, you accept and agree to be bound by these Terms (whether on behalf of yourself or a legal entity you represent). These Terms are in addition to, and do not nullify, any other agreement between you and us. If you or your organization are bound by a Master Service Agreement with Ocrolus ("MSA"), then these Terms will apply, if at all, only to use of the Service to the extent such use is not already governed by an MSA. These Terms provide that all disputes between you and Ocrolus with respect to your use of the Services will be resolved by binding arbitration unless a separate agreement between you and Ocrolus governs your relationship. If you do not agree to these Terms, do not use the Services.
Services: The purpose of the Services is to provide a tool for aggregating, parsing, and displaying data, including personal or financial data users collect from third parties in an efficient and easily reviewable format.
Accounts and Information You Provide Us: To access most features of the Services, you may be required to provide us with some information such as credentials (e.g. usernames, passwords, PIN numbers) used to log into online portals at third party financial institutions or records from those financial institutions which you provide. You agree that the information you provide to us is accurate. You understand and agree that we may use this information to verify eligibility to use the Services and to retrieve information from third party financial institutions (such as account number, account holder information, account transactions, account statements, account position and balance information). When you register for the Services, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You agree to promptly notify us if you discover or suspect unauthorized account access. If you permit others to use your account, you are responsible for activities of such users.
Privacy and Ending Data Collection: For information about how Ocrolus collects, uses or otherwise processes your information, and to request that Ocrolus delete any financial account data, please see our Privacy Policy.
We reserve the right to change and update the Terms at any time without notice. Any changes to the Terms will be effective immediately upon updating the date at the top of these Terms. Your continued use of our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services. We may supply additional terms in relation to some of our Services as part of a MSA or other agreement, and those additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
1. OWNERSHIP; LIMITED LICENSE
The Services are owned and operated by Ocrolus. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services (“Materials”) provided by Ocrolus are protected by intellectual property and other laws. All Materials included in the Services are the property of Ocrolus. Except as expressly authorized by Ocrolus, you may not make use of the Materials. Subject to your compliance with these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your own commercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission or separate agreement between you and Ocrolus, is strictly prohibited, will terminate the license granted herein and violate the intellectual property rights of Ocrolus. We reserve all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to Ocrolus’ intellectual property. We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time.
Ocrolus’s trademarks and our logos, our product and service names, our slogans and the look and feel of the Services are trademarks of Ocrolus and may not be copied, imitated or used, in whole or in part, without our prior written consent. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. Nothing contained in the Services should be construed as granting any license, interest or right of any kind to use any trade names, trademarks, service marks, or logos appearing in the Services without the express prior written consent of the owner.
Ocrolus reserves the right to, and may, terminate or temporarily suspend your access to all or any part of the Services, without notice, for conduct that Ocrolus believes violates these Terms or any of our policies, procedures, rules, regulations or guidelines, or for any other reason in our sole discretion. Ocrolus will have no liability to you for any termination or suspension, nor will such action limit any other rights or remedies Ocrolus may have. Except for your right to use the Services, these Terms will survive any termination.
2. ELIGIBILITY
You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are an individual who is at least 18 years old; (b) you have not previously been suspended or removed from the Services; (c) your registration and your use of the Service is in compliance with all applicable laws and regulations; and (d) you have read and understand our Privacy Policy. If you are under 18 years of age (or the age of legal majority where you live), you may not use the Services. If you use our Services on behalf of another person or entity, all references to “you” throughout these Terms will include that person or entity. You represent that you are authorized to accept these Terms on that person’s or entity’s behalf; and in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
3. DATA SUBMISSION FROM THIRD PARTY INSTITUTIONS AND RESPONSIBILITY FOR AUTHORIZATION
The purpose of the Services is to review financial account data (including, but not limited to, account numbers and account holder information, account transactions, account statements, account position and balance information) (together, “Records”) from a variety of users, groups, advisors, clients, and other parties, retrieved from third party financial institutions, such as brokerages and banks, and parsed and summarized in a way that is searchable, verifiable and provides benefits to users.
You agree that the use of our Services, is subject to the following terms and conditions:
• Accuracy of Records. You agree to provide true, accurate, current and complete information in the Records, and you agree to not misrepresent the account information provided in the Records in any way.
• Right to Share Records. You represent and warrant that you are entitled to submit Records to Ocrolus for the uses described herein, and are responsible for obtaining all rights, permissions, and authorizations, if any, to provide Records to Ocrolus.
• Record Ownership and User Content. As between you and Ocrolus, and except for the licenses you grant Ocrolus below, you retain all rights in and to User Content, but are responsible for obtaining any necessary authorizations or licenses sublicense Records from your customers or other Record owners, as stated above and to provide Ocrolus with Records for purposes of the Services. Certain features of the Services may permit you or other users to upload content to the Services, including communications data and other messages, images, text, and other types of information (“User Content”). You retain any copyrights, moral rights, and any other proprietary rights that you may hold in the User Content. With respect to User Content, you grant Ocrolus a perpetual, nonexclusive, nonrecovable, royalty-free, worldwide, fully paid, transferable and sublicensable license to use, reproduce, modify, adapt and translate your User Content. When you submit User Content on or through our Services, you understand that User Content and any associated information (such as your username) may be visible to others. Any User Content you submit to us is provided at your own risk of loss. You are solely responsible for all User Content you provide to Ocrolus or others via the Services. You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice. With respect to Records, you must have the authority to grant and will grant Ocrolus a non-exclusive, world-wide, royalty-free, non-transferable license to use the Records and any other related materials input or otherwise provided to Ocrolus pursuant to these Terms or a separate agreement between you and Ocrolus. Except for the license granted in this Section, nothing contained in these Terms grants Ocrolus any right, title or interest in the Records. Except as expressly authorized by these Terms or a separate agreement, you will not, and will not allow others to (i) permit any third party not under your control to access or use the Services, (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Services, or (iii) use the Service to violate any applicable laws.
• No Financial Advice; No Verification. You acknowledge and agree that Ocrolus is not a fiduciary, financial institution, financial or investment adviser; or a provider of investment, tax or legal advice; and does not endorse any company, property, product, service, security, or instrument. You also acknowledge and agree that Ocrolus is not a consumer reporting agency and does not provide reports on Records to third parties.
4. PROHIBITED CONDUCT AND CONTENT
You will not violate any applicable law, contract, intellectual property right or other third party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
• use or access the Services (i) from a jurisdiction where such use or access is not authorized, (ii) for any illegal purpose, or (iii) in violation of any local, state, national, or international law;
• conduct activities that may be harmful to others or that could damage Ocrolus’ reputation;
• violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right, or violating any third party privacy right;
• post, upload, or distribute marketing or advertising links or content, or any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
• use scrapers, robots, or other data gathering devices not provided by Ocrolus on or through the Services;
• interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering, decompiling, or otherwise attempting to discover the source code of any portion of the Services, including the app(s), except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
• interfere with the operation of the Services or any user’s enjoyment of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Services; (iii) attempting to collect personal information, communications data, or other information about another user or third party without their consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services, or violating any regulation, policy, or procedure of any such network, equipment, or server;
• perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or accreditation, accessing any other account without permission, or falsifying your account registration information;
• modify, translate, or create derivative works, adaptations or compilations of, or based on, the Services or part thereof, or use, copy or reproduce the Services or any part thereof other than as expressly permitted in these Terms;
• assign, sublicense, lease, sell, grant a security interest in, or otherwise transfer the access granted under these Terms or any right or ability to view, access, or use any Records; or
• attempt to do any of the acts described in this Section, or assist or permit any person in engaging in any of the acts described in this Section.
You may also post or otherwise share only User Content that is non-confidential and that you have all necessary rights to disclose. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
• you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Ocrolus and users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by the Service, Ocrolus, and these Terms; and
• your User Content, and the use of the Services as contemplated by these Terms, does not and will not: (x) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (y) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (z) cause Ocrolus to violate any law or regulation, including laws related to the privacy of personal or health information.
The enforcement of this Section is solely at Ocrolus’ discretion, and the failure to enforce this Section in some instances does not constitute a waiver of our right to enforce it in other instances.
5. FEEDBACK
If you choose to provide input or suggestions regarding your experience with the Services (“Feedback”), then you hereby grant Ocrolus an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
6. THIRD PARTY CONTENT
We may provide information about third party products, services, activities or events, or we may allow other third parties to make their content and information available on or through the Services (collectively, “Third Party Content”). We provide Third Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third Party Content are solely between you and the third party.
7. DISCLAIMER OF WARRANTIES
THE SERVICES AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL OCROLUS ENTITIES (DEFINED BELOW) DISCLAIM, AND YOU HEREBY EXPRESSLY WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICE AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (C) ANY WARRANTY AS TO WHETHER ANY RECORDS, COMMUNICATIONS DATA OR OTHER INFORMATION AVAILABLE THROUGH OR TRANSMITTED BY THE SERVICES IS TRUE, COMPLETE OR ACCURATE. OCROLUS DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OCROLUS OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OCROLUS ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY HARM OR DAMAGE THAT MAY RESULT TO YOU FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALING WITH ANY OTHER SERVICES USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, IN PARTICULAR A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
8. REPEAT INFRINGER POLICY; COPYRIGHT COMPLAINTS
We comply with the provisions of the Digital Millennium Copyright Act (the “DMCA”) applicable to our operations (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact us at the information provided below. Please note that under applicable law, if you knowingly give false, misleading or inaccurate information that User Content is infringing, you may be subject to civil or criminal penalty. Any notice under the Digital Millennium Copyright Act (the “DMCA”) alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include all of the information required by the DMCA for such notices. Ocrolus will take steps to promptly terminate without notice the accounts of users that are determined by Ocrolus to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the Services at least three times.
9. FAIR CREDIT REPORTING ACT (“FCRA”)
As stated, Ocrolus does not provide reports on Records to third parties and is not a consumer reporting agency. However, to the extent that your information is being used by an Ocrolus client for the purpose of providing a “Consumer Report” (as defined by the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. §1681 et seq.), you consent for Ocrolus and its suppliers to obtain and provide such data on your behalf for such purposes, or you represent that have obtain such consent as necessary. In such event, Ocrolus is transmitting such data solely in a mechanical manner without altering the substance of the data. Ocrolus is not the provider of the Consumer Report, but is acting solely as a service provider and conduit in connection with the data, and not as a consumer reporting agency.
10. INDEMNIFICATION
To the fullest extent permitted under applicable law, you are responsible for your use of the Services, and you will defend and indemnify Ocrolus and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Ocrolus Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Services; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party; and (e) fraud, intentional misconduct, criminal acts, gross negligence, or negligence committed by you. To the fullest extent permitted under applicable law, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Ocrolus or the other Ocrolus Entities.
11. LIMITATION OF LIABILITY
IN NO EVENT WILL THE OCROLUS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, GOODWILL, REPUTATION, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS, PRODUCTS, OR CONTENT AVAILABLE ON OR THROUGH THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OCROLUS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
THE AGGREGATE LIABILITY OF THE OCROLUS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, PRODUCTS SOLD THROUGH THE SERVICE, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHERMORE, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. RELEASE
To the fullest extent permitted by applicable law, you release Ocrolus and the other Ocrolus Parties from all Claims of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
13. TRANSFER AND PROCESSING DATA
In order for us to provide our Services and in accordance with our Privacy Policy, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
14. DISPUTE RESOLUTION; BINDING ARBITRATION
Please read this Section carefully because it requires you to arbitrate certain disputes and claims with Ocrolus and limits the manner in which you can seek relief from us unless a separate agreement between you and Ocrolus controls resolution of any dispute with respect to that agreement. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section by sending written notice to us at the address listed below. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.
In the interest of resolving disputes between you and Ocrolus in the most expedient and cost effective manner, you and Ocrolus agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, to the fullest extent permitted under applicable law and unless a separate agreement between you and Ocrolus applies. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND OCROLUS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
Despite the provisions of this Section, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
To the fullest extent permitted under applicable law, any arbitration between you and Ocrolus will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Ocrolus.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Ocrolus may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Ocrolus must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
If you commence arbitration in accordance with these Terms, Ocrolus will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York City, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Ocrolus for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND OCROLUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ocrolus agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
If Ocrolus makes any future change to this arbitration provision, other than a change to Ocrolus’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Ocrolus’s address for Notice, in which case your account with Ocrolus will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If this Section is found to be unenforceable then the entirety of this Section (except this sentence) will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 15 will govern any action arising out of or related to these Terms.
15. GOVERNING LAW AND VENUE
These Terms and your use of the Services are governed by the laws of the State of New York without regard to conflict of laws principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Ocrolus agree to submit to the exclusive jurisdiction of the state courts and federal courts located within New York, New York for the purpose of litigating any dispute, and you hereby consent to the personal jurisdiction and venue thereof. We operate the Service from our offices in the United States, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
16. SERVICE PROVIDERS
You agree that our Service Providers may rely upon any provisions in these Terms relating to intellectual property, disclaimer of warranties, limitation of liability, and indemnification, and that our Service Providers are, for purposes of such provisions, third party beneficiaries of these Terms, with the power to enforce such provisions as applicable.
17. ELECTRONIC NOTICES AND DISCLOSURES
You acknowledge and agree that Ocrolus may provide notices and other disclosures to you electronically (with the same effect as a paper copy) by posting such notices or other disclosures on our website or by emailing you at the email address provided to Ocrolus by you. Such notices or other disclosures shall be considered received by you after being posted on our website or twenty-four (24) hours after being emailed to you.
18. MISCELLANEOUS
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. The failure of Ocrolus to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. You agree that communications and transactions between us may be conducted electronically.
Contact Us:
Ocrolus Inc.
101 Greenwich St, 23rd Floor
New York, NY 10006
Tel: (646) 850-9090
Email: info@ocrolus.com
Effective November 29th 2022 to December 15th 2022
DownloadTable of Contents
These Terms of Use (“Terms”) apply to you and to any employees or commercial users that you authorize to use our products or services (collectively, “you” or “your”). These Terms apply to your access to and use of the websites, mobile applications and other online products and services, including but not limited to integration through application programming interface or “API” (collectively, the “Services”) provided by Ocrolus Inc. (together with its subsidiaries, affiliates, successors and assigns, “Ocrolus”, “us” or “we”) and are an agreement between you and Ocrolus.
By using the Services, you accept and agree to be bound by these Terms (whether on behalf of yourself or a legal entity you represent). These Terms are in addition to, and do not nullify, any other agreement between you and us. If you or your organization are bound by a Master Service Agreement with Ocrolus ("MSA"), then these Terms will apply, if at all, only to use of the Service to the extent such use is not already governed by an MSA. These Terms provide that all disputes between you and Ocrolus with respect to your use of the Services will be resolved by binding arbitration unless a separate agreement between you and Ocrolus governs your relationship. If you do not agree to these Terms, do not use the Services.
Services: The purpose of the Services is to provide a tool for aggregating, parsing, and displaying data, including personal or financial data users collect from third parties in an efficient and easily reviewable format.
Accounts and Information You Provide Us: To access most features of the Services, you may be required to provide us with some information such as credentials (e.g. usernames, passwords, PIN numbers) used to log into online portals at third party financial institutions or records from those financial institutions which you provide. You agree that the information you provide to us is accurate. You understand and agree that we may use this information to verify eligibility to use the Services and to retrieve information from third party financial institutions (such as account number, account holder information, account transactions, account statements, account position and balance information). When you register for the Services, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You agree to promptly notify us if you discover or suspect unauthorized account access. If you permit others to use your account, you are responsible for activities of such users.
Privacy and Ending Data Collection: For information about how Ocrolus collects, uses or otherwise processes your information, and to request that Ocrolus delete any financial account data, please see our Privacy Policy.
We reserve the right to change and update the Terms at any time without notice. Any changes to the Terms will be effective immediately upon updating the date at the top of these Terms. Your continued use of our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services. We may supply additional terms in relation to some of our Services as part of a MSA or other agreement, and those additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
1. OWNERSHIP; LIMITED LICENSE
The Services are owned and operated by Ocrolus. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services (“Materials”) provided by Ocrolus are protected by intellectual property and other laws. All Materials included in the Services are the property of Ocrolus. Except as expressly authorized by Ocrolus, you may not make use of the Materials. Subject to your compliance with these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your own commercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission or separate agreement between you and Ocrolus, is strictly prohibited, will terminate the license granted herein and violate the intellectual property rights of Ocrolus. We reserve all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to Ocrolus’ intellectual property. We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time.
Ocrolus’s trademarks and our logos, our product and service names, our slogans and the look and feel of the Services are trademarks of Ocrolus and may not be copied, imitated or used, in whole or in part, without our prior written consent. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. Nothing contained in the Services should be construed as granting any license, interest or right of any kind to use any trade names, trademarks, service marks, or logos appearing in the Services without the express prior written consent of the owner.
Ocrolus reserves the right to, and may, terminate or temporarily suspend your access to all or any part of the Services, without notice, for conduct that Ocrolus believes violates these Terms or any of our policies, procedures, rules, regulations or guidelines, or for any other reason in our sole discretion.
2. ELIGIBILITY
You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are an individual who is at least 18 years old; (b) you have not previously been suspended or removed from the Services; (c) your registration and your use of the Service is in compliance with all applicable laws and regulations; and (d) you have read and understand our Privacy Policy. If you are under 18 years of age (or the age of legal majority where you live), you may not use the Services. If you use our Services on behalf of another person or entity, all references to “you” throughout these Terms will include that person or entity. You represent that you are authorized to accept these Terms on that person’s or entity’s behalf; and in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
3. DATA SUBMISSION FROM THIRD PARTY INSTITUTIONS AND RESPONSIBILITY FOR AUTHORIZATION
The purpose of the Services is to review financial account data (including, but not limited to, account numbers and account holder information, account transactions, account statements, account position and balance information) (together, “Records”) from a variety of users, groups, advisors, clients, and other parties, retrieved from third party financial institutions, such as brokerages and banks, and parsed and summarized in a way that is searchable, verifiable and provides benefits to users.
You agree that the use of our Services, is subject to the following terms and conditions:
• Accuracy of Records. You agree to provide true, accurate, current and complete information in the Records, and you agree to not misrepresent the account information provided in the Records in any way.
• Right to Share Records. You represent and warrant that you are entitled to submit Records to Ocrolus for the uses described herein, and are responsible for obtaining all rights, permissions, and authorizations, if any, to provide Records to Ocrolus.
• Record Ownership and User Content. As between you and Ocrolus, and except for the licenses you grant Ocrolus below, you retain all rights in and to User Content, but are responsible for obtaining any necessary authorizations or licenses sublicense Records from your customers or other Record owners, as stated above and to provide Ocrolus with Records for purposes of the Services. Certain features of the Services may permit you or other users to upload content to the Services, including communications data and other messages, images, text, and other types of information (“User Content”). You retain any copyrights, moral rights, and any other proprietary rights that you may hold in the User Content. With respect to User Content, you grant Ocrolus a perpetual, nonexclusive, royalty-free, worldwide, fully paid, transferable and sublicensable license to use, reproduce, modify, adapt and translate your User Content. When you submit User Content on or through our Services, you understand that User Content and any associated information (such as your username) may be visible to others. Any User Content you submit to us is provided at your own risk of loss. You are solely responsible for all User Content you provide to Ocrolus or others via the Services. You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice. With respect to Records, you must have the authority to grant and will grant Ocrolus a non-exclusive, world-wide, royalty-free, non-transferable license to use the Records and any other related materials input or otherwise provided to Ocrolus pursuant to these Terms or a separate agreement between you and Ocrolus. Except for the license granted in this section, nothing contained in these Terms grants Ocrolus any right, title or interest in the Records. Except as expressly authorized by these Terms or a separate agreement, you will not, and will not allow others to (i) permit any third party not under your control to access or use the Services, (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Services, or (iii) use the Service to violate any applicable laws.
• No Financial Advice; No Verification. You acknowledge and agree that Ocrolus is not a fiduciary, financial institution, financial or investment adviser; or a provider of investment, tax or legal advice; and does not endorse any company, property, product, service, security, or instrument. You also acknowledge and agree that Ocrolus is not a consumer reporting agency and does not provide reports on Records to third parties.
4. PROHIBITED CONDUCT AND CONTENT
You will not violate any applicable law, contract, intellectual property right or other third party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
• use or access the Services (i) from a jurisdiction where such use or access is not authorized, (ii) for any illegal purpose, or (iii) in violation of any local, state, national, or international law;
• conduct activities that may be harmful to others or that could damage Ocrolus’ reputation;
• violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right, or violating any third party privacy right;
• post, upload, or distribute marketing or advertising links or content, or any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
• use scrapers, robots, or other data gathering devices not provided by Ocrolus on or through the Services;
• interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering, decompiling, or otherwise attempting to discover the source code of any portion of the Services, including the app(s), except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
• interfere with the operation of the Services or any user’s enjoyment of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Services; (iii) attempting to collect personal information, communications data, or other information about another user or third party without their consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services, or violating any regulation, policy, or procedure of any such network, equipment, or server;
• perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or accreditation, accessing any other account without permission, or falsifying your account registration information;
• modify, translate, or create derivative works, adaptations or compilations of, or based on, the Services or part thereof, or use, copy or reproduce the Services or any part thereof other than as expressly permitted in these Terms;
• assign, sublicense, lease, sell, grant a security interest in, or otherwise transfer the access granted under these Terms or any right or ability to view, access, or use any Records; or
• attempt to do any of the acts described in this Section 4, or assist or permit any person in engaging in any of the acts described in this Section 4.
You may also post or otherwise share only User Content that is non-confidential and that you have all necessary rights to disclose. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
• you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Ocrolus and users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by the Service, Ocrolus, and these Terms; and
• your User Content, and the use of the Services as contemplated by these Terms, does not and will not: (x) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (y) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (z) cause Ocrolus to violate any law or regulation, including laws related to the privacy of personal or health information.
The enforcement of this Section 4 is solely at Ocrolus’ discretion, and the failure to enforce this Section 4 in some instances does not constitute a waiver of our right to enforce it in other instances.
5. FEEDBACK
If you choose to provide input or suggestions regarding your experience with the Services (“Feedback”), then you hereby grant Ocrolus an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
6. THIRD PARTY CONTENT
We may provide information about third party products, services, activities or events, or we may allow other third parties to make their content and information available on or through the Services (collectively, “Third Party Content”). We provide Third Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third Party Content are solely between you and the third party.
7. DISCLAIMER OF WARRANTIES
THE SERVICES AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL OCROLUS ENTITIES (DEFINED BELOW) DISCLAIM, AND YOU HEREBY EXPRESSLY WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICE AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (C) ANY WARRANTY AS TO WHETHER ANY RECORDS, COMMUNICATIONS DATA OR OTHER INFORMATION AVAILABLE THROUGH OR TRANSMITTED BY THE SERVICES IS TRUE, COMPLETE OR ACCURATE. OCROLUS DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OCROLUS OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OCROLUS ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY HARM OR DAMAGE THAT MAY RESULT TO YOU FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALING WITH ANY OTHER SERVICES USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, IN PARTICULAR A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
8. REPEAT INFRINGER POLICY; COPYRIGHT COMPLAINTS
We comply with the provisions of the Digital Millennium Copyright Act (the “DMCA”) applicable to our operations (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact us at the information provided below. Please note that under applicable law, if you knowingly give false, misleading or inaccurate information that User Content is infringing, you may be subject to civil or criminal penalty. Any notice under the Digital Millennium Copyright Act (the “DMCA”) alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include all of the information required by the DMCA for such notices. Ocrolus will take steps to promptly terminate without notice the accounts of users that are determined by Ocrolus to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the Services at least three times.
9. FAIR CREDIT REPORTING ACT (“FCRA”)
As stated, Ocrolus does not provide reports on Records to third parties and is not a consumer reporting agency. However, to the extent that your information is being used by an Ocrolus client for the purpose of providing a “Consumer Report” (as defined by the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. §1681 et seq.), you consent for Ocrolus and its suppliers to obtain and provide such data on your behalf for such purposes, or you represent that have obtain such consent as necessary. In such event, Ocrolus is transmitting such data solely in a mechanical manner without altering the substance of the data. Ocrolus is not the provider of the Consumer Report, but is acting solely as a service provider and conduit in connection with the data, and not as a consumer reporting agency.
10. INDEMNIFICATION
To the fullest extent permitted under applicable law, you are responsible for your use of the Services, and you will defend and indemnify Ocrolus and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Ocrolus Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Services; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party; and (e) fraud, intentional misconduct, criminal acts, gross negligence, or negligence committed by you. To the fullest extent permitted under applicable law, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Ocrolus or the other Ocrolus Entities.
11. LIMITATION OF LIABILITY
IN NO EVENT WILL THE OCROLUS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, GOODWILL, REPUTATION, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS, PRODUCTS, OR CONTENT AVAILABLE ON OR THROUGH THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OCROLUS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
THE AGGREGATE LIABILITY OF THE OCROLUS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, PRODUCTS SOLD THROUGH THE SERVICE, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHERMORE, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. RELEASE
To the fullest extent permitted by applicable law, you release Ocrolus and the other Ocrolus Parties from all Claims of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
13. TRANSFER AND PROCESSING DATA
In order for us to provide our Services and in accordance with our Privacy Policy, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
14. DISPUTE RESOLUTION; BINDING ARBITRATION
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Ocrolus and limits the manner in which you can seek relief from us unless a separate agreement between you and Ocrolus controls resolution of any dispute with respect to that agreement. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 13 by sending written notice to us at the address listed below. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.
In the interest of resolving disputes between you and Ocrolus in the most expedient and cost effective manner, you and Ocrolus agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, to the fullest extent permitted under applicable law and unless a separate agreement between you and Ocrolus applies. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND OCROLUS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
Despite the provisions of Section 13, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
To the fullest extent permitted under applicable law, any arbitration between you and Ocrolus will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Ocrolus.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Ocrolus may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Ocrolus must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
If you commence arbitration in accordance with these Terms, Ocrolus will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York City, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Ocrolus for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND OCROLUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ocrolus agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
If Ocrolus makes any future change to this arbitration provision, other than a change to Ocrolus’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Ocrolus’s address for Notice, in which case your account with Ocrolus will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If Section 13 is found to be unenforceable then the entirety of this Section 13 (except this sentence) will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 14 will govern any action arising out of or related to these Terms.
15. GOVERNING LAW AND VENUE
These Terms and your use of the Services are governed by the laws of the State of New York without regard to conflict of laws principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Ocrolus agree to submit to the exclusive jurisdiction of the state courts and federal courts located within New York, New York for the purpose of litigating any dispute, and you hereby consent to the personal jurisdiction and venue thereof. We operate the Service from our offices in the United States, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
16. SERVICE PROVIDERS
You agree that our Service Providers may rely upon any provisions in these Terms relating to intellectual property, disclaimer of warranties, limitation of liability, and indemnification, and that our Service Providers are, for purposes of such provisions, third party beneficiaries of these Terms, with the power to enforce such provisions as applicable.
17. ELECTRONIC NOTICES AND DISCLOSURES
You acknowledge and agree that Ocrolus may provide notices and other disclosures to you electronically (with the same effect as a paper copy) by posting such notices or other disclosures on our website or by emailing you at the email address provided to Ocrolus by you. Such notices or other disclosures shall be considered received by you after being posted on our website or twenty-four (24) hours after being emailed to you.
18. MISCELLANEOUS
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. The failure of Ocrolus to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. You agree that communications and transactions between us may be conducted electronically.
Contact Us:
Ocrolus Inc.
101 Greenwich St, 23rd Floor
New York, NY 10006
Tel: (646) 850-9090
Email: info@ocrolus.com
Effective November 18th 2022 to November 29th 2022
DownloadTable of Contents
These Terms of Use (“Terms”) apply to you and to any employees or commercial users that you authorize to use our products or services (collectively, “you” or “your”). These Terms apply to your access to and use of the websites, mobile applications and other online products and services, including but not limited to integration through application programming interface or “API” (collectively, the “Services”) provided by Ocrolus Inc. (together with its subsidiaries, affiliates, successors and assigns, “Ocrolus”, “us” or “we”) and are an agreement between you and Ocrolus.
These Terms provide that all disputes between you and Ocrolus with respect to your use of the Services will be resolved by binding arbitration unless a separate agreement between you and Ocrolus governs your relationship. If you do not agree to these Terms, do not use the Services.
Services: The purpose of the Services is to provide a tool for aggregating, parsing, and displaying data, including personal or financial data users collect from third parties in an efficient and easily reviewable format.
Accounts and Information You Provide Us: To access most features of the Services, you may be required to provide us with some information such as credentials (e.g. usernames, passwords, PIN numbers) used to log into online portals at third party financial institutions or records from those financial institutions which you provide. You agree that the information you provide to us is accurate. You understand and agree that we may use this information to verify eligibility to use the Services and to retrieve information from third party financial institutions (such as account number, account holder information, account transactions, account statements, account position and balance information). When you register for the Services, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You agree to promptly notify us if you discover or suspect unauthorized account access. If you permit others to use your account, you are responsible for activities of such users.
Privacy and Ending Data Collection: For information about how Ocrolus collects, uses or otherwise processes your information, and to request that Ocrolus delete any financial account data, please see our Privacy Policy.
We reserve the right to change and update the Terms at any time without notice. Any changes to the Terms will be effective immediately upon updating the date at the top of these Terms. Your continued use of our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services. We may supply additional terms in relation to some of our Services as part of a Master Service Agreement or other agreement, and those additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
1. OWNERSHIP; LIMITED LICENSE
The Services are owned and operated by Ocrolus. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services (“Materials”) provided by Ocrolus are protected by intellectual property and other laws. All Materials included in the Services are the property of Ocrolus. Except as expressly authorized by Ocrolus, you may not make use of the Materials. Subject to your compliance with these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your own commercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission or separate agreement between you and Ocrolus, is strictly prohibited, will terminate the license granted herein and violate the intellectual property rights of Ocrolus. We reserve all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to Ocrolus’ intellectual property. We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time.
Ocrolus’s trademarks and our logos, our product and service names, our slogans and the look and feel of the Services are trademarks of Ocrolus and may not be copied, imitated or used, in whole or in part, without our prior written consent. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. Nothing contained in the Services should be construed as granting any license, interest or right of any kind to use any trade names, trademarks, service marks, or logos appearing in the Services without the express prior written consent of the owner.
Ocrolus reserves the right to, and may, terminate or temporarily suspend your access to all or any part of the Services, without notice, for conduct that Ocrolus believes violates these Terms or any of our policies, procedures, rules, regulations or guidelines, or for any other reason in our sole discretion.
2. ELIGIBILITY
You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are an individual who is at least 18 years old; (b) you have not previously been suspended or removed from the Services; (c) your registration and your use of the Service is in compliance with all applicable laws and regulations; and (d) you have read and agree to our Privacy Policy. If you are under 18 years of age (or the age of legal majority where you live), you may not use the Services. If you use our Services on behalf of another person or entity, all references to “you” throughout these Terms will include that person or entity. You represent that you are authorized to accept these Terms on that person’s or entity’s behalf; and in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
3. DATA SUBMISSION FROM THIRD PARTY INSTITUTIONS AND RESPONSIBILITY FOR AUTHORIZATION
The purpose of the Services is to review financial account data (including, but not limited to, account numbers and account holder information, account transactions, account statements, account position and balance information) (together, “Records”) from a variety of users, groups, advisors, clients, and other parties, retrieved from third party financial institutions, such as brokerages and banks, and parsed and summarized in a way that is searchable, verifiable and provides benefits to users.
You agree that the use of our Services, is subject to the following terms and conditions:
• Accuracy of Records. You agree to provide true, accurate, current and complete information in the Records, and you agree to not misrepresent the account information provided in the Records in any way.
• Right to Share Records. You represent and warrant that you are entitled to submit Records to Ocrolus for the uses described herein, and are responsible for obtaining all rights, permissions, and authorizations, if any, to provide Records to Ocrolus.
• Record Ownership and User Content. As between you and Ocrolus, and except for the licenses you grant Ocrolus below, you retain all rights in and to User Content, but are responsible for obtaining any necessary authorizations or licenses sublicense Records from your customers or other Record owners, as stated above and to provide Ocrolus with Records for purposes of the Services. Certain features of the Services may permit you or other users to upload content to the Services, including communications data and other messages, images, text, and other types of information (“User Content”). You retain any copyrights, moral rights, and any other proprietary rights that you may hold in the User Content. With respect to User Content, you grant Ocrolus a perpetual, nonexclusive, royalty-free, worldwide, fully paid, transferable and sublicensable license to use, reproduce, modify, adapt and translate your User Content. When you submit User Content on or through our Services, you understand that User Content and any associated information (such as your username) may be visible to others. Any User Content you submit to us is provided at your own risk of loss. You are solely responsible for all User Content you provide to Ocrolus or others via the Services. You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice. With respect to Records, you must have the authority to grant and will grant Ocrolus a non-exclusive, world-wide, royalty-free, non-transferable license to use the Records and any other related materials input or otherwise provided to Ocrolus pursuant to these Terms or a separate agreement between you and Ocrolus. Except for the license granted in this section, nothing contained in these Terms grants Ocrolus any right, title or interest in the Records. Except as expressly authorized by these Terms or a separate agreement, you will not, and will not allow others to (i) permit any third party not under your control to access or use the Services, (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Services, or (iii) use the Service to violate any applicable laws.
• No Financial Advice; No Verification. You acknowledge and agree that Ocrolus is not a fiduciary, financial institution, financial or investment adviser; or a provider of investment, tax or legal advice; and does not endorse any company, property, product, service, security, or instrument. You also acknowledge and agree that Ocrolus is not a consumer reporting agency and does not provide reports on Records to third parties.
4. PROHIBITED CONDUCT AND CONTENT
You will not violate any applicable law, contract, intellectual property right or other third party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
• use or access the Services (i) from a jurisdiction where such use or access is not authorized, (ii) for any illegal purpose, or (iii) in violation of any local, state, national, or international law;
• conduct activities that may be harmful to others or that could damage Ocrolus’ reputation;
• violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right, or violating any third party privacy right;
• post, upload, or distribute marketing or advertising links or content, or any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
• use scrapers, robots, or other data gathering devices not provided by Ocrolus on or through the Services;
• interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering, decompiling, or otherwise attempting to discover the source code of any portion of the Services, including the app(s), except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
• interfere with the operation of the Services or any user’s enjoyment of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Services; (iii) attempting to collect personal information, communications data, or other information about another user or third party without their consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services, or violating any regulation, policy, or procedure of any such network, equipment, or server;
• perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or accreditation, accessing any other account without permission, or falsifying your account registration information;
• modify, translate, or create derivative works, adaptations or compilations of, or based on, the Services or part thereof, or use, copy or reproduce the Services or any part thereof other than as expressly permitted in these Terms;
• assign, sublicense, lease, sell, grant a security interest in, or otherwise transfer the access granted under these Terms or any right or ability to view, access, or use any Records; or
• attempt to do any of the acts described in this Section 4, or assist or permit any person in engaging in any of the acts described in this Section 4.
You may also post or otherwise share only User Content that is non-confidential and that you have all necessary rights to disclose. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
• you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Ocrolus and users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by the Service, Ocrolus, and these Terms; and
• your User Content, and the use of the Services as contemplated by these Terms, does not and will not: (x) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (y) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (z) cause Ocrolus to violate any law or regulation, including laws related to the privacy of personal or health information.
The enforcement of this Section 4 is solely at Ocrolus’ discretion, and the failure to enforce this Section 4 in some instances does not constitute a waiver of our right to enforce it in other instances.
5. FEEDBACK
If you choose to provide input or suggestions regarding your experience with the Services (“Feedback”), then you hereby grant Ocrolus an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
6. THIRD PARTY CONTENT
We may provide information about third party products, services, activities or events, or we may allow other third parties to make their content and information available on or through the Services (collectively, “Third Party Content”). We provide Third Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third Party Content are solely between you and the third party.
7. DISCLAIMER OF WARRANTIES
THE SERVICES AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL OCROLUS ENTITIES (DEFINED BELOW) DISCLAIM, AND YOU HEREBY EXPRESSLY WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICE AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (C) ANY WARRANTY AS TO WHETHER ANY RECORDS, COMMUNICATIONS DATA OR OTHER INFORMATION AVAILABLE THROUGH OR TRANSMITTED BY THE SERVICES IS TRUE, COMPLETE OR ACCURATE. OCROLUS DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OCROLUS OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OCROLUS ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY HARM OR DAMAGE THAT MAY RESULT TO YOU FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALING WITH ANY OTHER SERVICES USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, IN PARTICULAR A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
8. REPEAT INFRINGER POLICY; COPYRIGHT COMPLAINTS
We comply with the provisions of the Digital Millennium Copyright Act (the “DMCA”) applicable to our operations (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact us at the information provided below. Please note that under applicable law, if you knowingly give false, misleading or inaccurate information that User Content is infringing, you may be subject to civil or criminal penalty. Any notice under the Digital Millennium Copyright Act (the “DMCA”) alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include all of the information required by the DMCA for such notices. Ocrolus will take steps to promptly terminate without notice the accounts of users that are determined by Ocrolus to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the Services at least three times.
9. FAIR CREDIT REPORTING ACT (“FCRA”)
As stated, Ocrolus does not provide reports on Records to third parties and is not a consumer reporting agency. However, to the extent that your information is being used by an Ocrolus client for the purpose of providing a “Consumer Report” (as defined by the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. §1681 et seq.), you consent for Ocrolus and its suppliers to obtain and provide such data on your behalf for such purposes, or you represent that have obtain such consent as necessary. In such event, Ocrolus is transmitting such data solely in a mechanical manner without altering the substance of the data. Ocrolus is not the provider of the Consumer Report, but is acting solely as a service provider and conduit in connection with the data, and not as a consumer reporting agency.
10. INDEMNIFICATION
To the fullest extent permitted under applicable law, you are responsible for your use of the Services, and you will defend and indemnify Ocrolus and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Ocrolus Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Services; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party; and (e) fraud, intentional misconduct, criminal acts, gross negligence, or negligence committed by you. To the fullest extent permitted under applicable law, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Ocrolus or the other Ocrolus Entities.
11. LIMITATION OF LIABILITY
IN NO EVENT WILL THE OCROLUS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, GOODWILL, REPUTATION, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS, PRODUCTS, OR CONTENT AVAILABLE ON OR THROUGH THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OCROLUS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
THE AGGREGATE LIABILITY OF THE OCROLUS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, PRODUCTS SOLD THROUGH THE SERVICE, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHERMORE, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. RELEASE
To the fullest extent permitted by applicable law, you release Ocrolus and the other Ocrolus Parties from all Claims of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
13. TRANSFER AND PROCESSING DATA
In order for us to provide our Services and in accordance with our Privacy Policy, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
14. DISPUTE RESOLUTION; BINDING ARBITRATION
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Ocrolus and limits the manner in which you can seek relief from us unless a separate agreement between you and Ocrolus controls resolution of any dispute with respect to that agreement. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 13 by sending written notice to us at the address listed below. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.
In the interest of resolving disputes between you and Ocrolus in the most expedient and cost effective manner, you and Ocrolus agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, to the fullest extent permitted under applicable law and unless a separate agreement between you and Ocrolus applies. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND OCROLUS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
Despite the provisions of Section 13, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
To the fullest extent permitted under applicable law, any arbitration between you and Ocrolus will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Ocrolus.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Ocrolus may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Ocrolus must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
If you commence arbitration in accordance with these Terms, Ocrolus will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York City, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Ocrolus for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND OCROLUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ocrolus agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
If Ocrolus makes any future change to this arbitration provision, other than a change to Ocrolus’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Ocrolus’s address for Notice, in which case your account with Ocrolus will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If Section 13 is found to be unenforceable then the entirety of this Section 13 (except this sentence) will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 14 will govern any action arising out of or related to these Terms.
15. GOVERNING LAW AND VENUE
These Terms and your use of the Services are governed by the laws of the State of New York without regard to conflict of laws principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Ocrolus agree to submit to the exclusive jurisdiction of the state courts and federal courts located within New York, New York for the purpose of litigating any dispute, and you hereby consent to the personal jurisdiction and venue thereof. We operate the Service from our offices in the United States, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
16. SERVICE PROVIDERS
You agree that our Service Providers may rely upon any provisions in these Terms relating to intellectual property, disclaimer of warranties, limitation of liability, and indemnification, and that our Service Providers are, for purposes of such provisions, third party beneficiaries of these Terms, with the power to enforce such provisions as applicable.
17. ELECTRONIC NOTICES AND DISCLOSURES
You acknowledge and agree that Ocrolus may provide notices and other disclosures to you electronically (with the same effect as a paper copy) by posting such notices or other disclosures on our website or by emailing you at the email address provided to Ocrolus by you. Such notices or other disclosures shall be considered received by you after being posted on our website or twenty-four (24) hours after being emailed to you.
18. MISCELLANEOUS
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. The failure of Ocrolus to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. You agree that communications and transactions between us may be conducted electronically.
Contact Us:
Ocrolus Inc.
101 Greenwich St, 23rd Floor
New York, NY 10006
Tel: (646) 850-9090
Email: info@ocrolus.com