Ohalo Limited Data X-Ray Terms and Conditions
1. Parties

The Parties (“Parties”) to this agreement are:

Ohalo Limited, a company incorporated under the laws of England and Wales with company number 09763165 whose registered office is at 20 Air Street, London, W1B 5AN, United Kingdom (“Ohalo”); and

the party purchasing the Services from Ohalo, as detailed in the Order, (the “Customer”).
2. Definitions

In this agreement the following are defined terms:

“Commencement Date” - the date that this agreement is executed.
“Customer Data” - the data that the Customer submits for use with the Services.
“Data X-Ray” - the Ohalo application that is the subject of this agreement.
“Expiry Date” - the date 12 months after the Commencement Date of this agreement or any subsequent day upon which any Renewal Period comes to an end.
“Fees” - the payments to be made by the Customer to Ohalo under this agreement.
“Intellectual Property Rights” - all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these include copyright and related rights, database rights, patents, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, and passing off rights).
“Order” - the specific commercial details of this agreement, including the Services, Fees and the Commencement Date, concluded via the Ohalo website.
“Privacy Policy” - Ohalo’s Privacy Policy that is published on the Ohalo website.
“Renewal Period” - the 12 month period over which the agreement is extended, starting the day after the Expiry Date.
“Services” - the package of Data X-Ray functionality that the Customer purchases from Ohalo, as set out in the Order.

3. Term

This agreement shall be executed upon the placement of an Order by the Customer.

This agreement shall continue in force until the Expiry Date.

If this agreement has not been terminated by the Expiry Date, it shall be extended for a further Renewal Period.

Either party may terminate this agreement upon at least thirty (30) days notice prior to the Expiry Date.
4. Services

In consideration of the Customer’s payment of the Fees, Ohalo shall provide the Services to the Customer from the Commencement Date until the Expiry Date.

Ohalo shall deliver the Services with due care and attention, in a diligent and timely manner, and will apply such time and resources as are reasonably required to deliver those Services.
5. Payment

Customer will pay Ohalo the Fees described in the Order.

The structure of the Customer’s payment obligation, including details on pricing, shall be set out in the Order.

Ohalo reserves the right to change the Fees or institute new Fees at the start of any Renewal Period, upon thirty (30) days prior notice to the Customer.
6. License and Restrictions on Use

Ohalo grants Customer a non-exclusive, non-transferable, non-sublicensable limited license for Customer to use the Services.

Customer will not directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services.

Customer represents, covenants and warrants that Customer will use the Services only in compliance with all applicable laws and regulations.

Customer agrees to indemnify and hold harmless Ohalo against any damages, losses, liabilities, settlements and expenses (including without limitation costs and lawyers’ fees) in connection with any claim or action that arises from an alleged breach of this clause from Customer’s use of the Services.

Ohalo may prohibit any use of the Services by the Customer that Ohalo believes may be (or alleged to be) in breach of this clause.
7. Customer Data

Customer owns all right, title and interest in and to the Customer Data.

Customer grants Ohalo a worldwide, non-exclusive, limited term license to access and process Customer Data for use with the Services in accordance with Ohalo’s Privacy Policy.
8. Warranty and Disclaimer

Ohalo shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services.

Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Ohalo or by third-party providers, or because of other causes beyond Ohalo’s reasonable control, but Ohalo shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

Ohalo does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Services.

Except as expressly set forth in this clause, the Services and implementation services are provided “as is” and Ohalo disclaims all warranties, express or implied to the extent permitted by law, including, but not limited to, implied warranties of sale, fitness for a particular purpose or non-infringement of third parties’ rights.
9. Limitation of Liability

Notwithstanding anything to the contrary, except for bodily injury of person, Ohalo and its suppliers (including but not limited to all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be responsible or liable with respect to any subject matter of this agreement or terms and conditions related thereto under any contract, negligence or strict liability:

    for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business;

    for any indirect, exemplary, incidental, special or consequential damages;

    for any matter beyond Ohalo’s reasonable control; or

    for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Customer to Ohalo for the Services under this agreement in the 12 months prior to the act that gave rise to the liability in each case, whether or not Ohalo has been advised of the possibility of such damages.

10. No Assignment of Intellectual Property Rights

Nothing in this agreement shall operate to assign or transfer any Intellectual Property Rights from Ohalo to the Customer.
11. Third Party Rights

This agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The right of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this agreement are not subject to the consent of any third party.
12. Modifications

Ohalo may modify these terms and conditions from time to time to reflect business changes. Ohalo will provide Customer with reasonable notice prior to any material change taking effect. Customer can review the most current version of these terms and conditions by visiting this page. Any revised terms and conditions will become effective upon publication of the change. If Customer accesses or uses the Services after the effective date, that use will constitute the Customer’s acceptance of any revised terms and conditions.
13. General

If any provision of this agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force and effect and enforceable.

This agreement is not assignable, transferable or sublicensable by Customer except with Ohalo’s prior written consent.

Ohalo may transfer and assign any of its rights and obligations under this agreement without consent.

This agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this agreement, and that all waivers and modifications must be in writing and signed by both parties, except as otherwise provided herein.

All notices under this agreement will be by email. Notices will be deemed to have been duly given the day after the email is sent.

Ohalo will not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond Ohalo’s reasonable control, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Customer grants Ohalo the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on Ohalo’s website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time, provided that the Customer makes no objection.

This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.