OUOI Terms of Service
SCOPE & MODIFICATIONS
- Modifications. OuOi reserves the right, in its sole discretion, to modify or replace this Agreement at any time. If we modify these Terms, we will post the modification on our site or provide you with notice of the modification on your OuOi Account Details page. By continuing to access or use the OuOi Services after the effective date of the modification, you are indicating that you agree to be bound by the modified Agreement. Customer agrees that it is Customer’s responsibility to check this Agreement periodically for changes and that its use of the OuOi Services following the posting of any changes to this Agreement constitutes acceptance of those changes. If the modified Agreement is not acceptable to you, your only recourse is to cease using the OuOi Services.
- Scope & Current Offerings. As of the Effective Date, OuOi offers certain OuOi Services to Customer. OuOi may add, remove, suspend, discontinue, modify or update the OuOi Services at any time, at its discretion. After the effective date of such update, OuOi shall bear no obligation to run, provide or support legacy versions of the OuOi Services.
- OuOi Enterprise Customers. If you have purchased a OuOi Enterprise Plan, these terms may be supplemented or modified by a supplemental enterprise agreement and one or more order forms, the terms of which will control to the extent they conflict with these Terms.
- Support, Uptime & Training. The training and level of customer support for the tier of OuOi Services you purchase is set forth on the OuOi Services pricing page.
LICENSE, METRICS AND COMPLIANCE
- Access Credentials. OuOi shall provide Customer with non-transferable access credentials for the OuOi Services. Customer shall not (i) misrepresent or mask identities when using the OuOi Services or seeking access credentials; (ii) select or use as a username or Branded Short Domain a name subject to any rights of a person or entity other than Customer without appropriate authorization; (iii) select or use, as Customer’s username or Branded Short Domain, a name that is otherwise offensive, vulgar or obscene; or (iv) exceed any access permitted by OuOi. Customer shall safeguard all access credentials provided by OuOi and shall ensure the confidentiality and security thereof. To the extent Customer is a corporate entity rather than an individual (1) only employees and contractors of Customer (“Personnel”) may use the OuOi Services; (2) Customer shall require its Personnel to comply with all Laws and the use restrictions (including user seat restrictions) set out in the Agreement or otherwise prescribed by OuOi and shall not share access credentials to exceed the user limitations of the service tier Customer has purchased; (3) Customer represents and warrants that its Personnel have the capacity and authority to enter into this Agreement; and (4) Customer acknowledges that it shall be fully responsible for any acts or omissions of its Personnel, whether authorized or unauthorized. OuOi may update, refresh or change the manner of accessing the OuOi Services in its discretion.
- Compliance Monitoring. OuOi may monitor Customer’s use of the OuOi Services for compliance with the Agreement. If OuOi observes usage of the OuOi Services that it believes are not in compliance with the Agreement, OuOi will notify the Customer and give the Customer five (5) business days to remedy its non-compliance. If Customer does not remedy its non-compliance within five (5) business days, OuOi reserves the right to suspend or terminate Customer’s use of the OuOi Services. OuOi reserves the right to suspend Customer’s use of the OuOi Services without notice in the event that it believes, in good faith, the security of Customer’s OuOi account has been compromised, or the Customer’s OuOi account is being used for an unlawful purpose. And may suspend or terminate Customer’s access to the Services without notice for violation of the Agreement
INTELLECTUAL PROPERTY & LICENSE RESTRICTIONS
- Ownership. Except for any Customer Content or Customer Services, Customer acknowledges and agrees that OuOi is the sole and exclusive owner of all right, title and interest in and to the OuOi Services and OuOi Link Metrics and all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof (“OuOi Materials”). Nothing in this Agreement or any other document shall be deemed to transfer ownership of the OuOi Materials. Except for the limited license rights expressly granted herein, no rights to OuOi Materials are granted hereunder and all rights in such OuOi Materials are reserved.
- Feedback. Customer is not required to provide any suggestions, enhancement requests, recommendations or other feedback regarding the OuOi Services or OuOi Link Metrics (“Feedback”). However, if Customer does so, all right, title and interest in and to such Feedback shall be assigned to, and shall become the sole and exclusive property of, OuOi upon its creation.
- License Restrictions. Customer shall not share access credentials to exceed the user limitations of the service tier Customer has purchased. Customer and its Personnel shall not, and shall not permit any third party to: (i) access the Services or export data from the Services to create a service, software, documentation or data for a URL shortening service other than OuOi or create shortened links or a service that is competitive with, substantially similar or confusingly similar to any aspect of the OuOi Services or OuOi Link Metrics; (ii) use, modify, display, perform, copy, disclose or create derivative works of the OuOi Services except as expressly permitted herein; (iii) reverse engineer, decompile, disassemble, mimic, screen-scrape, frame or mirror the OuOi Services or OuOi Link Metrics, or use any other means to attempt to discover their source code except as expressly permitted herein; (iv) benchmark, encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge or otherwise transfer the OuOi Services or OuOi Link Metrics to any third party; (v) transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, or content that contains someone’s personal information or violates a third party’s intellectual property, privacy or publicity rights (“Prohibited Content”) through the OuOi Services; (vi) access via automated or unauthorized means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures for, the OuOi Services or OuOi Link Metrics or related systems, including via robots, spiders and other electronic methods; and (vii) obscure, remove or alter any proprietary rights or other notices on the OuOi Services or OuOi Link Metrics. Notwithstanding anything to the contrary herein, OuOi may, in its sole discretion, immediately revoke the grant of rights set forth in Section 3 if Customer breaches or threatens to breach the restrictions in this Section or creates other security or legal concerns. Customer hereby agrees that OuOi will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Customer’s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.
- Technical Restrictions. Customer shall not exceed the number and/or frequency of API calls, concurrent URL shortens or other access to or use of OuOi Services in the relevant documentation or as otherwise provided by OuOi in an Order Form. If OuOi believes that Customer has attempted to exceed or circumvent these limitations, OuOi may suspend or block Customer’s access to the OuOi Services. OuOi may monitor Customer’s use of the OuOi Services, including to ensure Customer’s compliance with this Agreement.
- Open Source Software. OuOi Services may incorporate software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge (“Open Source Software”). To the extent any Open Source Software license terms are inconsistent with this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights granted in this Agreement, but solely with respect to such Open Source Software. Any applicable Open Source Software license is solely between Customer and the applicable licensor of the Open Source Software and Customer shall comply with the applicable Open Source Software license.
- Third Party Materials. OuOi Services may utilize third party software or source code, including without limitation Open Source Software (“Third Party Materials”). OuOi has no control over Third Party Materials. Accordingly, OuOi is not responsible or liable for any Third Party Materials. While OuOi has no obligation to monitor Third Party Materials, OuOi may remove or modify such Third Party Materials in its discretion, including without limitation to comply with Law. Customer agrees to comply with all terms and conditions and privacy policies related to any Third Party Materials.
- Trademarks. OuOi grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use OuOi’s names, logos, designs, and other trademarks incorporated into the OuOi Services (“OuOi Marks”) during the Term and solely for the purposes of displaying such notice as part of the OuOi Services. Customer recognizes the validity of the OuOi Marks and OuOi’s ownership and title thereto. Any goodwill derived from the use of the OuOi Marks by Customer shall inure to the benefit OuOi. Customer will not challenge the OuOi Marks, or OuOi’s ownership and title thereto, or the USPTO application or registration thereof, either during or subsequent to the term of this Agreement. Customer shall execute such documents as may be reasonably requested by OuOi, or required by law, to establish OuOi’s sole and exclusive ownership and rights in the OuOi Marks, or to obtain registration thereof. Customer agrees to use the OuOi Marks consistent with OuOi’s Brand Assets it makes available at https://OuOi.com/pages/press, so as to protect and maintain the OuOi Marks and OuOi’s rights therein. To this end, OuOi shall have the right to revoke the license granted in this Section and/or to review and approve the manner of use of the OuOi Marks, and Customer agrees to modify the use of any OuOi Marks which do not meet OuOi’s standards. Notwithstanding the foregoing, Customer may not use any OuOi Marks in any manner implying any partnership with, sponsorship by, or endorsement by OuOi.
CUSTOMER SERVICES, CONTENT AND INFORMATION
- Customer Services. OuOi shall have no liability for any Customer product or service accessed through or making use of the OuOi Services or any end user, customer or Personnel’s use thereof (“Customer Service”). Customer shall not use the OuOi Services in any manner implying any partnership with, sponsorship by, or endorsement of the Customer Service by OuOi. Customer shall not suggest or imply that OuOi is the author of or otherwise responsible for the views or content of the Customer Service. The OuOi Services shall not be used in connection with any Prohibited Content, or any activities where the use or failure of the OuOi Services could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on OuOi in any manner.