Call (405) 753-5301 or contact sales@onesite.com.

Terms of Service

ONEsite Social Network Software Agreement

Download the ONEsite Social Networking Software Agreement.

For any questions, more information or to discuss custom work please call 405-753-5300 extension 150 or email sales@onesite.com.

AGREEMENT BETWEEN ONEsite, Inc. and COMPANY

By completing the online signup Agreement, COMPANY or INDIVIDUAL (“COMPANY”), contracts with ONESITE, Inc. (“ONESITE”) an Oklahoma Corporation, to provide a right to use license (RTU) of the ONEsite Social Core® software operated exclusively in ONEsite’s Software as a Service Platform and client services as described by the terms and conditions set forth in this Agreement and as supplemented by the terms and conditions agreed to in any subsequent Statement of Work and other attachments and incorporated herein by reference.

1. Project and Term

This Agreement shall begin as of the Effective Date of the Agreement and shall continue for one month (“Initial Term”). At the end of the Initial Term, this Agreement shall automatically renew for successive one month terms (each a “Successive Term”) unless COMPANY or ONESITE delivers to the other written notice of its desire to terminate at least 30 days prior to the expiration of the Initial Term or any Successive Term or a new agreement to replace this one is executed by the parties and concerns the subject matter hereof. Sections 4, 5, 6, 7, 8, 9, 10, 11, 12 and 16 will survive the termination of this Agreement. During the term of this Agreement, ONESITE will provide to COMPANY such services as are described in a Statement of Work (“SOW”). NO OBLIGATION FOR ANY SERVICES OTHER THAN PROVIDING THE SOCIALCORE® SOFTWARE, PRODUCTS OR COSTS SHALL BE INCURRED BY EITHER PARTY UNTIL A SOW OR OTHER WRITTEN CHANGE REQUESTS HAVE BEEN EXECUTED IN ACCORDANCE WITH THIS AGREEMENT. Any changes to a SOW or additional requests for work after execution of the initial SOW shall require a mutually executed Change Request or an additional SOW.

2. Project Administration

COMPANY shall designate an employee to be its Project Manager. The Project Manager or his/her designee shall have day-­‐to-­‐day responsibility for ensuring that COMPANY shall perform its obligations under this Agreement, for authorizing payments, and for generally directing the work to be performed by ONESITE. ONESITE shall designate an employee to be its Project Manager. The Project Manager or his/her designee shall have day-­‐to-­‐day responsibility for interacting with COMPANY Project Manager, and for supervising the daily progress and completion of work performed by ONESITE. The Project Managers or their designated representatives shall meet as needed, but at least monthly, to review progress and to resolve problems related to the completion of the Statement of Work.

3. Execution of Change Requests or Additional Statements of Work

COMPANY may request ONESITE to perform additional Services not specified in the SOW and ONESITE may provide COMPANY with a proposal based on such request. If the additional services are enhancements to any SOW, and the parties agree on the scope, pricing and/or man-­‐time rates, and other related requirements affecting the proposed Services, ONESITE shall draft a Change Request which shall include the terms and conditions of such agreement. Each Change Request shall include, at a minimum, a description of the Services to be performed, the required Delivery Date(s) for the Deliverables and the payment schedule for the Services. Each Change Request may also include such other terms and conditions, as the parties deem necessary or appropriate. The provisions of a Change Request shall constitute binding obligations upon the parties only after an authorized representative of each party has signed the Change Request. Neither party shall be subject to any rights nor obligations with respect to requested Services until both parties have properly executed a Change Request. All Change Requests shall be subject to the terms and conditions of this Agreement, except that each Change Request shall constitute an amendment to this Agreement with respect to any additional terms and conditions applicable exclusively to such Change Requests. Any functionality requested by COMPANY not in the SocialCore® functionality listed in Attachment C shall require a Change Request (Attachment D) mutually agreed upon and executed by COMPANY AND ONESITE. IF COMPANY’s request for additional services represents a separate project, ONESITE shall draft a new SOW. Neither party shall be subject to any rights or obligations with respect to requested project until a SOW statement of work has been properly executed by both parties. All SOWs shall be subject to the terms and conditions of this Agreement, except that each SOW shall constitute an amendment to this Agreement with respect to any additional terms and conditions applicable exclusively to such SOW.

4. Disclaimer of Warranties and Representations

Except for the warranties set forth herein, ONESITE DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN), WITH RESPECT TO THE SERVICES OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT ONESITE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. IN ADDITION, ONESITE EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN COMPANY WITH RESPECT TO THE SERVICES OR ANY PART THEREOF.

5. Exclusion of incidental and Consequential Damages

Independent of, several from, and to be enforced independently of any other enforceable or unenforceable provision of this Agreement, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE OTHER PARTY’S RIGHTS) FOR INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND -­‐ including lost profits, loss of business, or other economic damage, and further including injury to property -­‐ ARISING FROM THE SERVICES OR AS A RESULT OF BREACH OF ANY TERM OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

6. Maximum Aggregate Liability

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ONESITE, EXCLUDING ONESITE’S MAXIMUM AGGREGATE LIABILITY FOR INFRINGEMENT OF ANOTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS DESCRIBED IN SECTION 16 HEREOF OR OTHERWISE (“INFRINGEMENT”) (WHICH LIMITATION IS DESCRIBED IN THE BELOW PARAGRAPH), TO THE COMPANY (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY COMPANY), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER FOR THIS AGREEMENT, IN CONTRACT, TORT, OR OTHERWISE, EXTEND BEYOND THE AMOUNTS PAID TO ONESITE FOR THE SERVICES PROVIDED HEREIN DURING THE LAST THREE MONTHS BEFORE SUCH CLAIM OR CLAIMS. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY, THE AGGREGATE LIABILITY OF ONESITE AND THE COMPANY FOR INFRINGEMENT SHALL NOT EXCEED THE LESSER OF (i) $250,000 OR (II) THE AMOUNT PAID BY THE COMPANY TO ONESITE FOR SERVICES PROVIDED HEREIN DURING THE LAST THREE MONTHS BEFORE SUCH CLAIM OR CLAIMS.

7. Intentional Risk Allocation

ONESITE and COMPANY each acknowledges that the provisions of this Agreement were negotiated to reflect an informed, voluntary allocation between them of all risks (both known and unknown) associated with the transactions associated with this Agreement. The warranty disclaimers and limitations in this Agreement are intended to limit the circumstances of liability. The remedy limitations, and the limitations of liability, are separately intended to limit the forms of relief available to the parties.

8. Arbitration

Any controversy or claim arising out of or relating to this Agreement or the breach thereof will be settled by arbitration in Oklahoma City, Oklahoma, before and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The award rendered in that arbitration will be binding on the parties hereto, and judgment upon the award can be entered by any court having jurisdiction thereof. Without detracting from the generality of the foregoing, the following specific provisions will also apply:

  • The proceedings will be held by a panel of three arbitrators, each party having the right to select one arbitrator, with the third to be selected in accordance with the Rules of the American Arbitration Association;
  • The parties, by mutual agreement, can also provide that all or part of the arbitration proceedings be held outside of Oklahoma City, Oklahoma; in this event, the parties will equally bear any special expenses resulting from that decision;
  • Before rendering their final decision, the arbitrators will first act as friendly, disinterested parties for the purpose of helping the parties reach compromise settlements on the points in dispute; and
  • The costs of the arbitration will be in the discretion of the arbitrators, provided, however, that no party is
obliged to pay more than its own costs, the costs of the arbitrator it has nominated, and the cost of the third arbitrator.

9. Payments To ONESITE

Except for any initial fees due immediately at SOW or Change Request execution, ONESITE rates are based upon billing one month in advance for the next months services and for any excess charges or consulting time incurred in the previous month. All remittances but the initial fees for any SOW or Change Request shall be due within thirty (30) days of each such billing being presented.

10. Confidential Information

All information disclosed to COMPANY by ONESITE (including, but not limited to, Network Design, Software Systems or Application, Proprietary Methodologies, Web Hosting Systems, Solution Templates, ONESITE Customer Information, and other records, documents and information concerning ONESITE products, services, ideas and concepts) shall be considered highly confidential and valuable proprietary information not previously released or available to the public and such information is recognized and acknowledged by both Parties to possess competitive value ("Confidential Information"). All information disclosed to ONESITE by COMPANY (including, but not limited to, Financial Information, Personnel Information, Physical Assets Information, Customer Information, and other records, documents and information concerning COMPANY products, services, ideas and concepts) shall be considered highly confidential and valuable proprietary information not previously released or available to the public and such information is recognized and acknowledged by both Parties to possess competitive value ("Confidential Information").

11. Use of Confidential Information

COMPANY and ONESITE mutually agree that the other party’s Confidential Information will be used solely by it to perform the requirements of this Agreement and that it will not disclose any Confidential Information to anyone, except employees of ONESITE and COMPANY who need to know it for the purpose of such performance. All employees will be required to agree to be bound by this Agreement to the same extent as if they were parties thereto prior to the disclosure to them of any Confidential Information. ONESITE and COMPANY will use reasonable safeguards against the unauthorized disclosure of the Confidential Information.

12. Title to Proprietary Material

ONEsite provides software and services to COMPANY in a business relationship known as software as a service (SaaS). No work done or deliverables provided by ONEsite under this Agreement, any SOW, or any Change Request will constitute Work Made for Hire. Title to the ONEsite Proprietary Material and the copyrights, trademarks, computer source code, domain names, patents and other intellectual property rights thereto pertaining at all times shall remain with ONEsite which shall have the exclusive right to protect the same by copyright or otherwise. The term "ONEsite Proprietary Material" as used herein, shall mean the materials, documents, ideas, software, algorithms, know-­‐how, concepts and other means used to provide the services to COMPANY, including, but not limited to, the software SocialCore® (including analysis, design and construction models including both source and object code), the case studies or models, the solution templates, domain names, the ONEsite customer information, and the improvements and enhancements made thereto, ONEsite owns all code written by ONEsite. COMPANY has a Right to Use (RTU) license only for the duration of this Agreement and as long as COMPANY continues to pay service fees outlined in any SOW or Change Request. (b)

COMPANY Title.

Title to the COMPANY Proprietary Material and the copyrights, trademarks, computer source code, domain names, patents and other intellectual property rights thereto shall remain with COMPANY which shall have the exclusive right to protect the same by copyright or otherwise. The term COMPANY Proprietary Material” as used herein, shall mean the COMPANY website and the materials,
documents, ideas, software, algorithms, know-­‐how, concepts and other means used to offer the COMPANY website to end users, including, but not limited to, the software system, or application (including analysis, design and construction models including both source and object code), the case studies or models, the solution templates, domain names, and the improvements and enhancements made thereto. COMPANY Proprietary Material specifically excludes ONESITE Proprietary Material used to operate the COMPANY website and social network. (c)

User Data.

The users are the ultimate owners of the data uploaded by them into the social network. COMPANY shall comply with all applicable laws respecting data usage and the collection of personal information. If upon termination of this agreement, COMPANY desires to continue operating the social network for users but wants to migrate to another platform, COMPANY may request a data dump and upon payment of all fees due and ONESITE’s standard data dump fee of $2500, ONESITE will provide a coma delineated data dump within 15 business days of receipt of the data dump fee. ONESITE may use user data in the aggregate, for network statistics and for use in advertising sales.

13. Relationship Of Parties

Nothing contained herein or any document executed in connection herewith shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent, employer and employee, partnership, or joint venture between ONESITE and the COMPANY. The parties hereby declare and acknowledge that the relationship existing between COMPANY and ONESITE (including the personnel furnished by ONESITE to work on a project or to perform services under this Agreement) is one of independent contractor. All sums paid to ONESITE, pursuant to this Agreement, are gross sums being paid to ONESITE as a free agent and not as an employee of COMPANY. ONESITE hereby acknowledges that neither it nor its employees shall have any right or entitlement in or to any of the unemployment, workers' compensation, health, pension, retirement or other benefit programs now or hereafter available to COMPANY employees. Any and all sums paid ONESITE by COMPANY subject to taxation, deductions, withholding and/or payment under any applicable state, federal or municipal laws or union or professional guild regulations shall be the sole responsibility of ONESITE. All sums paid to COMPANY, pursuant to this Agreement, are gross sums being paid to COMPANY as a free agent and not as an employee of ONESITE. COMPANY hereby acknowledges that neither it nor its employees shall have any right or entitlement in or to any of the unemployment, workers' compensation, health, pension, retirement or other benefit programs now or hereafter available to ONESITE employees. Any and all sums paid COMPANY by ONESITE subject to taxation, deductions, withholding and/or payment under any applicable state, federal or municipal laws or union or professional guild regulations shall be the sole responsibility of COMPANY.

14. Publicity

COMPANY agrees to assist ONESITE in its publicity efforts, as follows: (a) COMPANY will permit ONESITE to identify COMPANY as a client and use the COMPANY name and/or logo and a screenshot of the site using ONEsite technology on the ONESITE web site and in press releases, advertisements, promotions, presentations, white papers, client lists and other marketing materials; (b) upon the request of ONESITE, COMPANY will permit ONESITE to disclose COMPANY use of the Social Network in public disclosures, which may include a COMPANY-­‐assigned quote (COMPANY will be allowed prior review and approval of such disclosures); (c) COMPANY may provide references through personnel regarding COMPANY use of the Social Network to industry analysts, trade press writers, and prospects, as requested by ONESITE; (d) COMPANY will cooperate with ONESITE to arrange, from time to time and in a manner that will not disrupt ordinary COMPANY business operations, contact between ONESITE prospects and/or clients to discuss the Social Network; and (f) upon execution of the Agreement, COMPANY agrees to issue a press release announcing the business and services relationship between ONESITE and COMPANY. In such efforts neither party will adopt, use, or register any trademarks, trade names, domain names, or URL’s that are confusingly similar to the trademarks of the other party.

15. Assignment

In the event that ONESITE is purchased by or merged with another company, this Agreement may be assigned by ONESITE to any parent, holding company, affiliate, or subsidiary without the approval of COMPANY as long as all aspects of the Agreement are upheld and honored by the parent, holding company, affiliate, or subsidiary. This agreement may be assigned by COMPANY to any parent, holding company, affiliate, or subsidiary without approval of ONESITE, so long as all aspects of the Agreement are upheld and honored by the parent, holding company, affiliate, or subsidiary.

16. Indemnity

ONESITE and COMPANY shall each indemnify, defend and hold the other harmless from and against any and all claims, actions, damages, demands, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, as follows:

ONESITE General Indemnity.

Subject to the limitations contained in Sections 5 and 6 of this Agreement, ONESITE shall indemnify, defend and hold COMPANY harmless from any loss, damage to or destruction of property of COMPANY or any third party, and the death or injury to persons, including but not limited to persons performing on behalf of ONESITE under this Agreement, which results from or is caused by any act or omission of ONESITE, its employees, servants, agents or representatives or persons performing on behalf of ONESITE under this Agreement.

ONESITE Indemnity for Infringement.

Subject to the limitations contained in Sections 5 and 6 of this Agreement, ONESITE shall indemnify COMPANY from any third-­‐party claim, action, investigation, proceeding or suit that alleges, in whole or in part, that the SocialCore® RTU Software infringes or violates any patents, copyrights, trade secrets, licenses, or other property, contract, personal or proprietary rights of any third party. In the event that the Software or any portion thereof is held to constitute an Infringement, ONESITE shall, at no cost to COMPANY, use its commercially reasonable efforts to, subject to the limitations contained in Sections 5 and 6 hereof, (i) modify the infringing Software with the minimum amount of impairment with respect to its functionality and performance, so that it is non-­‐infringing or, (ii) procure for COMPANY the right to continue to use the infringing Software, or (iii) replace said Software with equally suitable and functionality comparable, non-­‐infringing Software.

Company General Indemnity.

Subject to the limitations contained in Section 5 of this Agreement, COMPANY shall indemnify, defend and hold ONESITE harmless from any loss, damage to or destruction of property of ONESITE or any third party, and the death or injury to persons, including but not limited to persons performing on behalf of COMPANY under this Agreement, which results from or is caused by any act or omission of COMPANY, its employees, servants, independent distributors, agents or representatives or persons performing on behalf of COMPANY under this Agreement.

Company Indemnity for Infringement.

Subject to the limitations contained in Section 5 of this Agreement, furthermore, COMPANY shall indemnify, defend and hold ONESITE harmless from any claims on requested custom features and/or functionality developed specifically by ONESITE at the request of and using specifications provided by COMPANY that are covered by any third-­‐party patents. Whenever one party may be liable to the other or to any third party in connection with the rights and obligations established under this Agreement, whether for indemnification or otherwise, that party's obligations to indemnify or to assume liability for the third party claim(s) are contingent upon the other party providing prompt written notice of the claim(s). In an action requiring indemnification, the party seeking indemnification shall permit the indemnifying party to control completely the defense of such claim(s), shall not agree to any settlement of such claim(s) without the indemnifying party's consent, and shall agree to any such settlement reasonably proposed by the indemnifying party. Subject to the limitations contained in this Agreement, the indemnifying party shall pay or reimburse the other party promptly for all claims, actions, damages, demands, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, for which it is required to provide indemnification under this Agreement. In any other action, each party shall have all rights (including the right to participate in settlement negotiations and to accept or reject settlement offers) which are appropriate to its potential responsibilities or liabilities, and each party shall bear its own costs.

17. Non-­‐exclusivity of Agreement

This is a non-­‐exclusive Agreement. COMPANY reserves the right to contract for business services covered by this Agreement from others. ONESITE reserves the right to provide similar services or provide similar licenses to other parties or companies.

18. Title

ONESITE warrants that it has good title to any products it may use, not supplied by COMPANY, in conjunction with services performed hereunder free and clear of all liens and encumbrances.

19. Termination

COMPANY reserves the right to terminate this agreement ONLY UPON COMPLETE PAYMENT OF THE ENTIRE CONTRACT VALUE OF ANY STATEMENTS OF WORK OR EXECUTED CHANGE REQUESTS without penalty and prejudice to any rights that COMPANY may have against ONESITE. Termination hereunder shall be effected ONLY upon thirty (30) days advanced notice to ONESITE specifying the dates of termination.

20. Breach

If COMPANY believes ONESITE to be in breach of its obligations under this agreement; COMPANY must supply written notice specifying the believed breach and reasonable remedy. ONESITE shall have thirty (30) days to provide reasonable remedy the breach or to provide notice that it does not believe such breach has occurred. Should ONESITE fail to remedy the breach within the allotted time, COMPANY and ONESITE shall collaborate for an additional fifteen (15) days to identify if ONESITE can remedy within an additional (30) day period. COMPANY and ONESITE may modify this time period for cure in a separate writing.

21. Force Majeure

No Party shall be liable for any failure to perform its obligations where such failure is as a result of Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity [or telephone network service], and no other Party will have a right to terminate this Agreement under Clause 19 (Termination) in such circumstances. Any Party asserting Force Majeure as an excuse shall have the burden of proving that reasonable steps were taken (under the circumstances) to minimize delay or damages caused by forseeable events, that all non-­‐excused obligations were substantially fulfilled, and that the other Party was timely notified of the likelihood or actual occurrence which would justify such an assertion, so that other prudent precautions could be contemplated.

22. Governing Law

Irrespective of the Conflict of Laws doctrine, this Agreement shall be governed, construed and enforced pursuant to the laws of the State of Oklahoma.

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