OroTimesheet.com (Online) Agreement

Last updated Tuesday, October 23, 2018.

This OroTimesheet.com (Online) Agreement (the “Agreement”) is entered into by and between OroLogic Inc., a a corporation registered in the province of Quebec, with offices at 979 Avenue de Bourgogne, Suite 330, Québec QC G1W 2L4, Canada (“OroLogic”) and the entity agreeing to these terms (“Customer”). This Agreement is effective as of the date you click the “I Accept” box or, if applicable, the date the Agreement is countersigned (the “Effective Date”). If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer, or the applicable entity, to these terms and conditions; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of the party that you represent, to this Agreement. If you don't have the legal authority to bind your employer or the applicable entity, please do not click the “I Accept” box (or, if applicable, do not sign this Agreement). This Agreement governs Customer's access to and use of the Services.

1. Services

1.1 Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where OroLogic stores and processes its own information of a similar type. OroLogic has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized access to or use of Customer Data. As part of providing the Services OroLogic may transfer store and process Customer Data in the Canada or any other country in which OroLogic or its agents maintain facilities. By using the Services Customer consents to this transfer, processing and storage of Customer Data.

1.2 Modifications

a. To the Services. OroLogic may make commercially reasonable changes to the Services from time to time.

b. To Terms. OroLogic may make commercially reasonable changes to this Agreement from time to time. An updated version of this Agreement is always available at the following url: http://www.orotimesheet.com/documents/online-agreement.php. The Customer must obligatory re-accept terms of this Agreement for each new subscription or renewal of Services. So, if changes were made to this Agreement, by re-accepting terms of the Agreement, the new updated version of the Agreement automatically takes effect at the same time

2. Customer Obligations.

2.1 Compliance.

Customer will use the Services, in accordance with this Agreement. OroLogic may make new applications features or functionality for the Services available from time to time the use of which may be contingent upon Customer's agreement to additional terms.

2.2 Customer Administration of the Services. The Customer may grant rights to one or several users to alow them to access Services. Customer is responsible for (a) maintaining the confidentiality of the password and user Account(s) and (b) ensuring that all activities that occur in connection with the user Account(s) comply with this Agreement. Customer agrees that OroLogic's responsibilities do not extend to the internal management or administration of the Services for Customer and that OroLogic is merely a data-processor.

2.3 Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services' and to terminate any unauthorized use. Customer will promptly notify OroLogic of any unauthorized use of, or access to, the Services of which it becomes aware.

2.4 Restrictions on Use. Unless OroLogic specifically agrees in writing' Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities; (e) use the Services to store or transfer any Customer Data that is controlled for export under Export Control Laws; (f) to generate or facilitate unsolicited bulk commercial email; (g) to violate, or encourage the violation of, the legal rights of others; (h) for any unlawful, invasive, infringing, defamatory, or fraudulent purpose; (i) to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; (j) to interfere with the use of the Services, or the equipment used to provide the Services, by customers, or other authorized users; (k) to alter, disable, interfere with or circumvent any aspect of the Services; (l) to test or reverse-engineer the Services in order to find limitations, vulnerabilities or evade filtering capabilities;

2.5 Third Party Requests. Customer is responsible for responding to Third Party Requests. OroLogic will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer's reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with the information or tools required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact OroLogic only if it cannot reasonably obtain such information.

3. Subscription, Payment. and Deactivation of Services

3.1 After the free 45-day trial period, to be able to continue to use the Services, the Customer needs to subscribe (usually for a period of 3, 6 or 12 months) for the desired number of users. No subscription is refundable even if the Client does not use the Service anymore.

3.2 The Service are always payable before use. When the evaluation period or subscription (as the case may be) expires, the Services are automatically disabled until the Customer subscribes or renew the subscription.

3.3 It is the responsibility of the Customer to subscribe (or renew) and pay the subscription before the end of the evaluation period or the end of the subscription (as the case may be) to avoid deactivation of Services. Once the subscription paid, Service are automatically reactivated again.

3.4 All data and user accounts linked to Services that remain deactivated for more than 60 days will be automatically destroyed. It is the responsibility of the Customer to export its data (using the option to export data) before the end of its subscription (or trial period as the case may be) if the Customer do not wish to continue to use the Services but want to keep a copy of its data.

3.5 Payment. All payments due are in CANADIAN. dollars unless otherwise indicated on the Order Page or invoice.

3.6 Taxes. Customer is responsible for any Taxes, and Customer will pay OroLogic for the Services without any reduction for Taxes. If OroLogic is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides OroLogic with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to OroLogic, Customer must provide OroLogic with an official tax receipt or other appropriate documentation to support such payments.

4. Technical Support Services.

4.1 By Customer. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer's or End Users' use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to OroLogic.

4.2 By OroLogic. If Customer cannot resolve a support issue consistent with the above, then Customer may send a request to OroLogic via the Admin Console.

5. Suspension

5.1 Of End User Accounts by OroLogic. If OroLogic becomes aware of an End User's violation of the Agreement, then OroLogic may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with OroLogic's request to Suspend an End User Account, then OroLogic may do so. The duration of any Suspension by OroLogic will be until the applicable End User has cured the breach, which caused the Suspension.

5.2 Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then OroLogic may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If OroLogic Suspends an End User Account for any reason without prior notice to Customer, at Customer's request, OroLogic will provide Customer the reason for the Suspension as soon as is reasonably possible.

6. Confidential Information.

6.1 Obligations. Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates' employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates' employees and agents in violation of this Section.

6.2 Exceptions. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

6.3 Required Disclosure. Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

7. Intellectual Property Rights; Brand Features.

7.1 Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and OroLogic owns all Intellectual Property Rights in the Services.

7.2 Display of Brand Features. OroLogic may display those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services) within designated areas of the Service Pages. OroLogic may also display OroLogic Brand Features on the Service Pages to indicate that the Services are provided by OroLogic. Neither party may display or use the other party’s Brand Features beyond what is allowed in this Agreement without the other party’s prior written consent.

7.3 Brand Features Limitation. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.

8. Publicity.

8.1 Customer agrees that OroLogic may include Customer's name or Brand Features in a list of OroLogic customers, online or in promotional materials. Customer also agrees that OroLogic may verbally reference Customer as a customer of the OroLogic products or services that are the subject of this Agreement. This section is subject to Section 7.3 (Brand Features Limitation).

9. Representations, Warranties and Disclaimers.

9.1 Representations and Warranties. Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable (including applicable security breach notification law).


10. Term

10.1 Agreement Term. This Agreement will remain in effect for the Term.

10.2 Services Term and Purchases During Services Term. OroLogic will provide the Services to Customer during the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of that Services Term.

10.3 Manual Renewal. Before the end of the Services term, the Customer must manually renew and pay its subscription to avoid deactivation of the Services. No automatic renewal is performed by OroLogic unless the Customer’s prior written consent. or the Customer enabled it via the Admin Console. Customer may alter the number of End User Accounts to be renewed by communicating the appropriate number of accounts to be renewed to OroLogic via the Admin Console. Customer will continue to pay OroLogic the then-current Fees for each renewed End User Account unless Customer and OroLogic mutually agree otherwise. If OroLogic does not want the Services to renew, then it will provide Customer written notice to this effect at least fifteen days prior to the end of the then current Services Term. This notice of non renewal will be effective upon the conclusion of the then current Services Term.

10.4 Revising Rates. OroLogic may revise its rates for the following Services Term at any time without notice.

11. Termination.

11.1 Termination for Breach. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

11.2 Effects of Termination. If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (ii) OroLogic will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at OroLogic’s then-current rates for the applicable Services; (iii) after a commercially reasonable period of time, OroLogic will delete Customer Data by removing pointers to it on OroLogic’s active servers and overwriting it over time; and (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party. If a Customer on an annual plan terminates the Agreement prior to the conclusion of its annual plan, OroLogic will bill Customer, and Customer is responsible for paying OroLogic, for the remaining unpaid amount of Customer’s annual commitment.

12. Indemnification.

12.1 By Customer. Customer will indemnify, defend, and hold harmless OroLogic from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim: (i) regarding Customer Data; (ii) that Customer Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; or (iii) regarding Customer's use of the Services in violation of the Agreement.

12.2 By OroLogic. OroLogic will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim that OroLogic's technology used to provide the Services or any OroLogic Brand Feature infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall OroLogic have any obligations or liability under this Section arising from: (i) use of any Services or OroLogic Brand Features in a modified form or in combination with materials not furnished by OroLogic, and (ii) any content, information or data provided by Customer, End Users or other third parties.

12.3 Possible Infringement.

a. Repair, Replace, or Modify. If OroLogic reasonably believes the Services infringe a third party's Intellectual Property Rights, then OroLogic will: (a) obtain the right for Customer, at OroLogic's expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe.

b. Suspension or Termination. If OroLogic does not believe the foregoing options are commercially reasonable, then OroLogic may suspend or terminate Customer's use of the impacted Services. If OroLogic terminates the impacted Services, then OroLogic will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of such Services.

12.4 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

13. Limitation of Liability.



13.3 Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.

14. Miscellaneous.

14.1 Notices. Unless specified otherwise herein, (a) all notices must be in writing and addressed to the attention of the other party's legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.

14.2 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.

14.3 Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).

14.4 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, power failure and Internet disturbance) that was beyond the party's reasonable control.

14.5 No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.

14.6 Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.

14.7 No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

14.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

14.9 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.

14.10 Governing Law. This Agreement is governed by law of province of Quebec, excluding that province's choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN PROVINCE OF QUEBEC.

14.11 Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.

14.12 Survival. The following sections will survive expiration or termination of this Agreement: Section 3, 6, 7.1, 11.2, 12, 13, 14, and 15.

14.13 Entire Agreement. This Agreement, and all documents referenced herein, is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.

14.14 Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Order Page, the Agreement, and the terms located at any URL. If Customer signs a physical agreement with OroLogic to receive the Services, the physical agreement will override this online Agreement.

14.15 Counterparts. The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

15. Definitions.

"Account Manager"
means the OroLogic business person working with Customer regarding Customer's purchase of the Services.

"Admin Account(s)"
means the administrative account(s) provided to Customer by OroLogic for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which OroLogic will provide to Customer.

"Admin Console"
means the online tool provided by OroLogic to Customer to use and manage Services.

mean the Customer-designated technical personnel who administer the Services to End Users on Customer's behalf.

means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Brand Features"
means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

"Confidential Information"
means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is Customer's Confidential Information.

"Customer Data"
means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.

"Emergency Security Issue"
means either: (a) Customer's use of the Services in violation of the Agreement Acceptable Use Policy, which could disrupt: (i) the Services; (ii) other customer's use of the Services; or (iii) the OroLogic network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

"End Users"
means the individuals Customer permits to use the Services.

"End User Account"
means a OroLogic-hosted account established by Customer through the Services for an End User.

"Export Control Laws"
means all applicable export and reexport control laws and regulations.

means the amounts invoiced to Customer by OroLogic for the Services as described in an Order Page.

"High Risk Activities"
means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

"Initial Services Term"
means the term for the applicable Services beginning on the Service Commencement Date and continuing for the duration set forth on the Order Page.

"Intellectual Property Rights"
means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

"Order Page"
means the online order page Customer completes in signing up for the Services or attached to this Agreement, and which contains: (i) the Services being ordered; (ii) Fees; (iii) number of, and Initial Services Term for, End User Accounts and (iv) the applicable form of payment, as applicable.

"Service Commencement Date"
is the date upon which OroLogic makes the Services available to Customer after the receipt by OroLogic of the completed Order Page as well as payment.

"Service Pages"
mean the web pages displaying the Services to End Users.

means the online OroTimesheet.com application.

"Services Term"
means the Initial Services Term and all renewal terms for the applicable Services.

means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

means any duties, customs fees, or taxes (other than OroLogic's income tax) associated with the sale of the Services, including any related penalties or interest.

means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of (i) the end of the last Services Term or (ii) the Agreement is terminated as set forth herein.

"Third Party Request"
means a request from a third party for records relating to an End User's use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.