This End User License Agreement (“License”) is an agreement between you (the end user, being an individual) and One Paper Lane, Inc. (“OPL”) for the Application (defined below) developed, owned and provided by OPL. By installing, downloading, copying, or otherwise using all or any portion of the Application, you unconditionally agree be bound by the terms of this License. This License is enforceable against you and any legal entity that obtained the license to the Application and on whose behalf it is used by you (“Customer”).
If you do not agree to these Terms, do not install or use the Application.
The following are the terms and conditions on which OPL agrees to provide you with a license to use the Application.
The Application is protected by the relevant intellectual property laws. The Application is licensed and not sold.
“Application” shall mean and refer to One Paper Lane™, a cloud based software solution (including upgrades thereto) used for the on-boarding of customers/clients, vendors, and employees by organizations across the world.
2. Grant of License
If you have obtained the Application from OPL or one of its authorized business partners or from the Customer and as long as you comply with the Terms, OPL grants you a limited, non-exclusive, non-assignable, non-sub-licensable, nontransferable, revocable, terminable, fee bearing license to use the Application for the internal business use of the Customer.
3. Description of other rights and limitations
- You may use the Application on one or more device(s) as authorized by and in the manner permitted by OPL (“Licensed Device(s)”) and you will not violate any of the terms specified under the License or any other applicable policy, if the Application is used on the Licensed Device(s) as per the terms of this License.
- You agree that the components of the Application are being licensed to you as a single unit and you shall not separate the components of the Application and install separate components on separate devices without the prior written consent of OPL. It is clarified that installing the Application on more than one device in accordance with Clause 3.1
- The Application shall be activated once you have been granted an access to the Application by the Customer and upon your acceptance to be bound by the terms of this License.
- At the time of activation of the Application, the Application may send certain information, including details of the Application version, license version, the activation key and hardware configuration of the Licensed Device, to OPL and by using the Application, you consent to the said transmission of information. You have no right to use the Application unless the Application is activated. Similarly, you are not permitted to bypass or circumvent the activation process.
- If the license to use the Application has been granted to you on a subscription basis, your rights to use the Application are limited to the subscription period. If the Customer or you extend your subscription, you may continue using the Application until the end of your extended subscription period.
- You will not hide, tamper, alter, amend or in any other manner interfere with all the copyright and other notices on the Application.
- You will not intentionally or unintentionally interfere with or violate any applicable law related to the access to or use of the Application, any requirements, procedures, policies or regulations of networks connected to the Application.
- You will not disrupt with or interfere with the security of the Application, systems resources, or gain unauthorized access to the Application, servers or networks connected to or accessible through the Application or any affiliated or linked sites. You also agree that you will not make the Application available over a public network or such other network where it could be used by devices not owned and operated by you, without OPL’ prior written consent.
- You will not use the Application in any manner that could damage, disable, overburden or impair OPL’s delivery of the Application to you or other users.
- You will not violate any applicable laws or regulations for the time being in force in or outside the United States of America in relation to your use of the Application.
- You will not (i) work around any technical limitations in the Application or (ii) rent, lease, lend, sell, redistribute the Application or any portion thereof, or (iii) copy, exploit, modify, create any derivative work of, or include in any other software, the Application or any portion thereof, or (iv) either directly or indirectly unbundle or repackage the Application, decompile, disassemble, decipher, reverse engineer, reengineer or otherwise attempt to derive source code or the underlying ideas, algorithms, structure or organization from the Application or directly or indirectly permit any of your employees/personnel to unbundle, repackage, decompile, disassemble, decipher, reverse engineer, reengineer or otherwise attempt to derive source code or the underlying ideas, algorithms, structure or organization from the Application, except as specifically authorized in writing by OPL.
- You will not apply for any copyright, trademark or any intellectual property for any aspect of the Intellectual Property Rights (defined below) relating to the Application.
- You will not apply for or use any trademark which is identical with or deceptively similar to any trade name, trademark or service mark of OPL.
- Any attempt or breach of the above mentioned restrictions with respect to the Application will amount to a violation of the rights of OPL and its licensors (if any) and may subject you to prosecution and damages.
When installed on your system(s) and/or the Licensed Devices, the Application periodically communicates with OPL’s servers or other third party servers used by OPL. OPL may update the Application on your system(s) and/or the Licensed Devices when a new version is released or when new features are added. These updates occur automatically and OPL also reserves the right to add features or functions to the Application. Notwithstanding the above, OPL has no obligation to make available to you any subsequent versions or new features of the Application.
5. Retention of Rights by OPL
- You acknowledge and agree that all the rights, title and interests in the Application and all the Intellectual Property Rights therein are solely and absolutely owned by OPL and shall continue to vest with OPL during the use of the Application by you as per the terms and conditions of this License.
- Nothing in this License provides you with any right, title and interests of license, assignment or ownership in the Application or the Intellectual Property Rights therein, other than as specified expressly under this License and OPL reserves all rights not expressly granted to you under this License.
- For the purposes of this License “Intellectual Property Rights” shall mean all design rights, utility models, patents, inventions, service marks, logos, business names, trademarks (whether registered or unregistered), internet domain names, applications for any of the foregoing, copyright, moral rights, rights in databases, data, source codes, object codes, reports, drawings, specifications, know-how, trade secrets, confidential information, software designs and/or other materials, rights in the nature of unfair competition and the right to sue for passing off and any other rights equivalent to any of the foregoing in any jurisdiction worldwide and any application for registration of the foregoing.
- The Application may be offered to you along with other third party software applications. Any such third party application is owned or licensed by a third party and this License does not apply to your use of such other third party application.
6. System Limitations
7. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE APPLICATION IS PROVIDED TO YOU “AS IS” WITH ALL FAULTS, WITHOUT WARRANTY OF ANY KIND, WITHOUT PERFORMANCE ASSURANCES, OR GUARANTEES OF ANY KIND, AND YOUR USE IS AT YOUR SOLE RISK. THE ENTIRE RISK OF SATISFACTORY QUALITY AND PERFORMANCE RESIDES WITH YOU. OPL DO NOT MAKE, AND HEREBY DISCLAIM ANY AND ALL EXPRESS, IMPLIED, STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE,MERCHANTABILITY, SATISFATORY QUALITY, FITNESS FOR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS AND WARRANTIES(IF ANY). OPL DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THE APPLICATION OF THEIR CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. SOME JURISIDICTIONS DO NOT PERMIT LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
8. Indemnity and Limitation of Liability
- You agree to defend, indemnify and hold harmless OPL, its affiliates, subsidiaries, affiliate merchants, business partners, and their officers, directors, employees, or agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your download of the Application (if the Application is downloadable); or (ii) your use of the Application; or (ii) your violation of any term of this License or other applicable policies; or (iii) your violation of any third party right, including without limitation any intellectual property right or privacy right.
- You must assume the entire risk of using the Application. To the maximum extent permitted by applicable law, in no event shall OPL be liable to you for any personal injury, special, incidental, indirect or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Application or the provision of or the failure to provide support services, even if OPL has been advised of the possibility of such damages. In any case, OPL’ entire liability under any provision of this License shall be limited to the amount actually paid by you or the Customer for use of the Application or US$ 5000, whichever is lower. This limitation will apply even in the event of a fundamental or material breach or a breach of the fundamental or material terms of this License.
This license to use the Application will remain effective until the earlier off a) termination by you or the Customer towards the subscription of the Application; and b) if you or the Customer fail to comply with the terms and conditions of this License. In the event of termination of this License, you must permanently stop use of and if so required by OPL, destroy or permanently erase all copies of the Application.
10. Governing Law and Dispute Resolution
This License is governed and construed in accordance with the laws of the State of Delaware without regard to its principles of conflict of laws. The Delaware Court of Chancery shall have exclusive jurisdiction to hear disputes arising out of the License.
- OPL makes no representation that the content contained in the Application is appropriate or to be used or accessed outside of the United States of America. If you use or access the Application from outside the United States of America, you do so at your own risk and are responsible for compliance with the laws of such jurisdiction.
- The Application may include confidential information that is valuable to OPL and its licensors (if any). You are not entitled to use or disclose that confidential information in any manner unless you have the prior written consent of OPL.
- You agree that OPL may collect and use certain technical data and related information, including but not limited to technical information about your device, system and application software, and the like, that is gathered periodically to facilitate the provision of services, Application updates, support and maintenance services (if any) to you in relation to the Application. You hereby provide OPL with the right to use this information, if need be, to improve the Application, its other products or to provide services to you.
- To ensure compliance with this License, you agree that upon reasonable notice, OPL (or its authorized representative) shall have the right to inspect and audit your installation and use of the Application. In the event such audit discloses that the Application is being used in contravention to the License, you will be liable to: (i) pay unpaid license fee (if any) for the remaining period your license, and (ii) pay the costs for the audit. Further, OPL shall be entitled to terminate this License and your license with immediate effect.
- OPL may assign this License at any time without notice to you. You may not assign this License to anyone else and any attempt to do so shall be void.
- If any part of this License is held by a court of competent jurisdiction to be invalid, void and unenforceable, it will not affect the validity of the remainder of this License, which will remain valid and enforceable according to its terms.
- The rights and remedies available under this License may be exercised as often as necessary and are cumulative and not exclusive of rights or remedies provided by law. It may be waived only in writing. Delay in exercising or nonexercise of any such right or remedy does not constitute a waiver of that right or remedy, or any other right or remedy.
- This License constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter.
- The disclaimer and limited liability of OPL as set out in the License are fundamental elements of the basis of the license granted to you by OPL. You acknowledge and agree that OPL would not otherwise be able to offer services on its present basis without such limitations. This clause shall survive any termination of this License.
- Any notices required to be given in writing to OPL or any questions concerning this License should be addressed to One Paper Lane, Inc., Attention: Legal Department, Email Address: firstname.lastname@example.org. 477 Madison Avenue, Floor 6, New York, NY 10022.
12. Export Control
Software and other materials from the Application may be subject to United States Export Control. The United States Export Control laws prohibit the export of certain technical data and software to certain territories. The Application may not be accessed or exported: into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Sudan, Syria, or any other country to which the United States has embargoed goods; or anyone on the United States Treasury Department’s list of Specially Designated Nationals or the United States Commerce Department’s Table of Deny Orders. OPL does not authorize the downloading or exportation of the Application to any jurisdiction prohibited by the United States Export Control Laws.
13. No Professional Advice
OPL does not give professional advice. OPL is not in the business of providing tax, legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.