Oso Cloud User Agreement

Thank you for using OSO Cloud Services, operated by Oso (“Oso Services”).  By using Oso Services, you agree to these terms (“Agreement”), which govern your use of Oso Services.  If you use Oso Services on behalf of a business, all references to you in this Agreement are also references to such business.  If you don’t consent to the Agreement, please do not use Oso Services. 

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1. Subscription Users. If you are using Oso Services pursuant to a paid subscription, Oso hereby authorizes you to use Oso Services to store and retrieve permission settings used by your application(s) and any other identity and access management functionality made available as part of Oso Services.  At all times subject to the restrictions set forth in section 5 and the timely payment of all fees set forth in this Agreement and any and all applicable Order Form(s) (as that term is defined below), Oso hereby grants to you a non-exclusive, non-transferable, non-sublicensable, limited right to access and use Oso Services solely via authorized access points for your own internal business use during the Term and as made available by Oso.

2. Evaluation Users. If you are using Oso Services without a paid subscription, Oso hereby (a) grants you a non-exclusive, non-transferable, non-sublicensable, limited right to use Oso Services solely for evaluation and development purposes, and (b) grants you a limited, non-exclusive, non-sublicensable, non-transferable license to use solely in connection with such evaluation and development, in each instance and at all times subject to any and all technical limitations implemented by Oso, whether such limitations are in place before or after your evaluation commences.  You acknowledge and agree that (i) your use of Oso Services and Client/SDK for such evaluation and development purposes is on an “AS-IS” basis and is made available without any warranty, (ii) any other use of Oso Services (including, without limitation, any use in a production environment) requires you to obtain a subscription from Oso first, (iii) the rights granted in this section will automatically terminate when you reach the evaluation use limit imposed by Oso, (iv) Oso may terminate your access to Oso Services and this Agreement for any reason or no reason at all with no liability to you, and (v) sections 1, 4, 9, 10, 11, and 13 of this Agreement do not apply to your use of Oso Services.  

3. Customer Data.  Solely so that Oso may provide Oso Services, you hereby grant to Oso a worldwide, royalty-free, non-exclusive license to use, reproduce, distribute, transmit to third parties, perform, display, and make derivative works of the data, information, content, and other materials you provide through your use of, you store in connection with, or you transmit by or through Oso Services (“Customer Data”).  You acknowledge and agree that Oso will also use Customer Data for internal analytic, statistical, security, quality control, and similar purposes.  You represent and warrant that you have the right to grant the foregoing licenses in Customer Data. 

4. Support.  Support services details are set here https://osohq.com/support.  You acknowledge and agree that (i) you are responsible for promptly implementing, at your own expense, all error corrections, upgrades, and/or maintenance releases furnished by Oso; and (ii) you will fully cooperate and assist Oso in the provision of support services, including allowing full and free access to relevant hardware, software, and other information if reasonably required by Oso.  You further acknowledge and agree that Oso is not obligated to provide support services in the following situations: (i) support services are necessary due to (1) failure of computer hardware, equipment, or software not supplied by Oso; (2) your negligence or the negligence of any third party; (3) a cause or causes beyond the reasonable control of Oso; or (4) attempted maintenance by unauthorized persons or entities; (ii) support services are necessary due to your use or improper use of Oso Services, or merging or combining Oso Services with any hardware or software whose merger or combination was not authorized by Oso; (iii) you have not installed and implemented any error corrections, upgrades and/or maintenance releases provided by Oso; and/or (iv) you have not paid the Access Fee, or any related fees or amounts, when due.

5. Restrictions.  You hereby acknowledge and agree that you will use Oso Services solely to access permission settings via the assigned API keys and, in each instance, solely for the purposes authorized by such API keys, and that at all times you will use Oso Services in accordance with all applicable laws, rules, regulations, and in compliance with the terms of this Agreement.  You will not (A) share access to Oso Services with any unauthorized entities, (B) modify, translate, or create any derivative work based upon Oso Services (including, without limitation, develop any identity and access management technology that uses Oso Services); (C) perform, or release the results of, benchmark tests or other comparisons of Oso Services with other software or services; (D) permit Oso Services to be used for or in connection with any facility management, service bureau, or time-sharing purposes, services, or arrangements, or otherwise used for processing data or other information on behalf of any third party, and (E) incorporate Oso Services into any products that compete with Oso.  If you violate any of the restrictions set forth in this Agreement, Oso may immediately terminate this Agreement.  For the avoidance of doubt, in such an event Oso may seek equitable relief in addition to any other damages and remedies.  You will not share Oso Services or make Oso Services available to any entity (including, without limitation, a contractor) who is a competitor of Oso.

6. Online Terms of Use. You will ensure that all of Your employees and contractors using Oso Services will at all times adhere to any terms of use made available through Oso Services, which terms of use may be amended from time to time by Oso in its discretion.

7. Additional Services.  You acknowledge and agree that (a) any custom features created by Oso will be made pursuant to separate terms, and (b) any feedback provided by you to Oso (including, without limitation, feature suggestions) will belong solely to Oso, and you will have no ownership in or any other right to such feedback.

8. Ownership. You acknowledge and agree that Oso owns and will retain all right, title, and interest, including, without limitation, all intellectual property rights, in and to Oso Services and any portions thereof.  You will not take any action to jeopardize, encumber, limit, or interfere in any manner with Oso’s ownership of Oso Services and any of Oso’s rights in and to Oso Services or any derivative work or update thereto.  Oso retains all rights not expressly granted in this Agreement, and you have solely those rights to Oso Services that Oso expressly grants under this Agreement.

9. Fees; Taxes.  You will pay to Oso a monthly access fee (“Access Fee”) as set forth in the applicable Order Form.  “Order Form” means any document (whether online, on paper, electronic, or a mix of the foregoing) which specifies your payment obligations to Oso.  For the avoidance of doubt, Order Form may include additional terms.  In the event of a conflict between this Agreement and Order Form, Order Form will control, solely to the extent of such conflict.  For the avoidance of doubt, your subscription will become active and the rights granted to you under this Agreement will vest solely when the requisite Access Fee has been paid (including any renewals).  Any amounts payable by you to Oso hereunder which remain overdue for thirty (30) days or longer will be subject to interest equal to the lesser of one and one-half percent (1.5%) per month and the maximum amount permitted by law, calculated on a daily basis.  All prices set forth in this Agreement are in US Dollars and are exclusive of any applicable taxes.  For the avoidance of doubt, neither party has any obligation to pay income taxes or similar charges of the other party.  In the event federal or state law requires that you withhold any amount from your payment of Access Fee or any other fee due to Oso, upon request you will provide all documents related to such withholding.  You will be solely responsible for any and all costs and fees in connection with accessing and using Oso Services, including, without limitation, any connection fees and equipment that you use.  

10.  Publicity. Oso will have the right to use your identity on Oso’s customer lists; provided, however, that any other use of your name or trademark will require your prior approval, which approval may be provided via email. 

11.  Representations and Warranties.  Each party represents and warrants to the other party that the execution, delivery, and performance of this Agreement (a) is within its corporate powers, (b) has been duly authorized by all necessary corporate action on such party’s part, and (c) does not and will not contravene or constitute a default under, and is not and will not be inconsistent with, any judgment decree or order, or any contract, agreement, or other undertaking, applicable to such party.  Oso represents and warrants to you that Oso Services, when used in accordance with the Documentation, will substantially conform to the functional specifications in such documentation.  In case of an error, you will provide, via email, a detailed report explaining the error (including, without limitation, steps to replicate), so that Oso can replicate the error.  OSO EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  OSO DOES NOT WARRANT THAT ANY USE OF OR ACCESS TO SERVICE WILL BE ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, THAT ANY DATA WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED, OR THAT OPERATION OF SERVICE WILL BE UNINTERRUPTED, AND OSO HEREBY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION THEREWITH.  NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY OSO, ITS AGENTS, OR ITS EMPLOYEES WILL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES EXPRESSLY PROVIDED IN THIS AGREEMENT.  OSO HEREBY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, WITH RESPECT TO SERVICE OR ANY OTHER SUBJECT MATTER OF THIS AGREEMENT.  THIS SECTION WILL BE ENFORCEABLE TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, AND STATES OSO’S ENTIRE LIABILITY AND THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO ANY EXPRESS OR IMPLIED WARRANTIES HEREUNDER OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT.  Oso’s obligations under this section do not apply to any nonconformance, failure, and/or error in Oso Services caused by your use of third-party products with Oso Services, your failure to use Oso Services in accordance with this Agreement and/or Oso documentation, and/or your misuse of Oso Services.

12.  Limitation of Liability.  NEITHER PARTY SHALL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING ANY COST OF PROCUREMENT OF SUBSTITUTE SOFTWARE OR SERVICES, LOSS OF USE, DATA, BUSINESS, PROFITS, REVENUE, GOODWILL, OR CUSTOMER OPPORTUNITIES), REGARDLESS OF LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY, OR OTHERWISE) OR WHETHER THE LIABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  FURTHER, NEITHER OSO NOR ANY OF OSO’S AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE OSO SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO OSO SERVICES, (II) OSO’S DISCONTINUATION OF ANY OR ALL OF OSO SERVICES, OR, (III) WITHOUT LIMITING ANY EXPRESS SERVICE OBLIGATIONS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF OSO SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICE; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO OSO SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR DATA. OSO’S, OSO’S AFFILIATES’ AND OSO’S LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID UNDER THIS AGREEMENT DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Because some jurisdictions do not allow liability or damages to be limited to the extent set forth above, some of the above limitations may not apply to you.

13.  Term and Termination.  This Agreement will commence on the Effective Date and continue for an initial period of one (1) year (“Term”).  This Agreement will thereafter automatically renew for successive one (1) year periods, each of which will be deemed a Term under this Agreement, unless either party notifies the other of its intention not to renew prior to thirty (30) days before the end of the then-current Term.  Either party may terminate this Agreement at any time with ninety (90) days’ prior written notice.  You acknowledge and agree that, in the event you terminate this Agreement, you will not be entitled to a refund of any unused portion of Access Fee.  If either party materially breaches this Agreement and fails to cure such a breach within thirty (30) days of notification, the other party may terminate this Agreement.  The foregoing notwithstanding, in the event you breach any restrictions set forth in this Agreement, Oso may immediately terminate this Agreement.  Either party may terminate this Agreement if the other party (a) becomes insolvent; (b) fails to pay its debts or perform its obligations in the ordinary course of business as they mature; (c) is declared insolvent or admits its insolvency or inability to pay its debts or perform its obligations as they mature; and/or (d) becomes the subject of any voluntary or involuntary proceeding in bankruptcy, liquidation, dissolution, receivership, attachment, or composition, or makes a general assignment for the benefit of creditors, provided that, in the case of an involuntary proceeding, the proceeding is not dismissed with prejudice within sixty (60) days after the institution thereof.  Upon the expiration or termination of this Agreement, all rights and licenses granted to you under this Agreement will automatically and immediately terminate.  Neither party will be liable to the other for damages of any kind solely as a result of terminating this Agreement as set forth in this Agreement.  Either party’s termination of this Agreement will be without prejudice to any other right or remedy that it may have at law or in equity, and termination will not relieve either party of liability for breaches that occurred prior to such termination.  Sections [TBD] will survive the expiration or any termination of this Agreement.

14.  Miscellaneous. 

1. Notices. Any notice or other communication required or permitted under this Agreement will be sent in writing, reference this Agreement, and sent to the address set forth on your most recent Order Form.  Such a notice or other communication will be deemed properly given and received (a) when emailed or delivered personally; (b) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (c) two (2) business days after deposit with a nationally recognized private industry express courier (e.g., Federal Express or DHL), with written confirmation of receipt.  All notices sent to you will be sent to the address we have on file in connection with your account.
2. Assignment.  You may not assign this Agreement without the prior written consent of Oso.  Provided such approval is granted, the rights and liabilities of the parties hereto are binding on and will inure to the benefit of the parties and their respective successors and permitted assigns.  Any attempted assignment other than in accordance with this section will be null and void.
3. Governing Law, Jurisdiction, and Venue.  This Agreement will be governed by and construed in accordance with the laws of the state of New York, without reference to its conflicts of law provisions.  Any dispute regarding this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in New York City, New York, and the parties hereby irrevocably agree to submit to the personal and exclusive jurisdiction and venue of such courts.  This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is hereby expressly excluded.
4. Construction; Headings.  This Agreement has been negotiated by the parties and their respective counsel, and it will be interpreted fairly in accordance with its terms and without any construction in favor of or against either party.  The captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement. 
5. Waiver.  The waiver by either party of a breach of or a default under any provision of this Agreement will be in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor will any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
6. Severability.  If any provision of this Agreement will be held invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, (a) the validity of other provisions of this Agreement will not in any way be affected or impaired thereby, and such provision will be (1) enforced to the maximum extent possible so as to effect the intent of the parties, and (2) reformed by the parties to the extent necessary to make such provision valid and enforceable.
7. Relationship of the Parties.  Nothing contained in this Agreement will be deemed or construed as creating a joint venture, partnership, agency, employment, or fiduciary relationship between the parties.  Neither party will have any authority to bind the other party in any respect whatsoever, and the relationship of the parties is and will be that of independent contractors.
8. Force Majeure.  Except for the payment of monies due hereunder, neither party will be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, labor disputes and strikes, riots, war, error in the coding of electronic files, Internet or other network “brownouts” or failures, power failures, novelty of product manufacture or other unanticipated product development problems, and acts of civil and military authorities; provided that such party gives the other party prompt written notice of the failure to perform and the reason therefor and uses its reasonable efforts to limit the resulting delay in its performance.
9. Export Controls.  You will abide by all applicable export laws and regulations.  Oso Services (nor any portion thereof) may not be downloaded or otherwise exported or re-exported into any country for which the United States has a trade embargo, or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders.  You represent and warrant that it is not located in, under the control of, or a national or resident of any such country or on any such list.
10. Counterparts.  This Agreement may be executed in one or more counterparts, with the same effect as if the parties had signed the same document.  Each counterpart so executed will be deemed to be an original, and all such counterparts will be construed together and will constitute one Agreement.

Entire Agreement; Amendment. This Agreement constitutes the entire understanding and agreement between the parties concerning its subject matter, and supersedes all prior or contemporaneous communications, whether oral or written.