Last Updated: October 8, 2018
Please read these Terms of Service (the “Agreement”) before using the https://hireori.com website and the related web applications (together, or individually, the “Services”) operated by 1healthy.world, Inc. (DBA “Ori.ai”, “Ori”, “us”, “we”, or “our”). Your (“Customer,” “you”, or “your”) access to and use of the Services is conditioned upon your acceptance of and compliance with this Agreement. This Agreement applies to all visitors, users and others who wish to access or use the Services. By accessing or using the Services you agree to be bound by this Agreement. If you disagree with any part of this Agreement then you do not have permission to access the Services.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
Subscription term and payment
The Services are provided on a subscription basis for a set term (billing period) that is specified on your invoice. Unless otherwise noted on your Order Form, all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) month or the preceding term, whichever is shorter; and the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term unless otherwise agreed by the parties. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing. If you elect to cancel, your Services will terminate at the end of the applicable subscription term or immediately if you choose this option and you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
You agree to pay all applicable fees for the Services as set forth on the invoice unless you provide notice of a dispute regarding such fees no later than 7 days after the invoice date. Any and all payments you make to us for the Services are final and non-refundable. You may dispute an invoice by emailing firstname.lastname@example.org. Please include all relevant details, including the nature of your dispute, so that we may properly process it.
We will provide you with notice of non-payment of any undisputed amount due. Unless the full amount not in dispute has been paid, we may suspend your access to the Services seven (7) days after such notice. We will not suspend the access to the Services while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If your Services are suspended for non-payment, we may charge a re-activation fee to reinstate your access to the Services.
Availability, inadvertent omissions or errors
We are constantly updating product and service offerings for the Services. We may experience delays in updating information on the Ori website regarding the Services, information in our advertising on other websites, or information we provide as part of the Services (“Services Information”). The Services Information may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Services and we cannot guarantee the accuracy or completeness of the Services Information. We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Our Services may require us to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material on your behalf (“Customer Data”). By providing us with this data, you are consenting that we have your permission to use this data as necessary. By engaging with us for Services, you acknowledge that you are aware of and consent to applicable laws and regulations. Further, by providing us with Customer Data, you are attesting to its reliability, accuracy, and appropriateness. We cannot be held responsible for inaccuracies or errors that result in whole or in part from providing us with incorrect information as part of our Services. By providing Customer Data on or through the Services, You represent and warrant that: the Customer Data you provide on or through the Services is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in this Agreement, and that the posting of your Customer Data on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright or otherwise in violation of this section.
You retain any and all of your rights to any Customer Data you submit, post or display on or through the Services and you are responsible for protecting those rights. We take no responsibility and assume no liability for Customer Data you provide to us as part of our Services. However, by providing us Customer Data using the Services you grant us the right and license to transmit, use, copy, access, process, reproduce, display, and adapt the Customer Data. You agree that this license includes the right for us to make your Customer Data available to other users of the Services, who may also use your Customer Data subject to this Agreement. Ori has the right but not the obligation to monitor and edit all Customer Data provided by users. In addition, Information provided by Ori as part of the provision of the Services is the property of Ori or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use such information, whether in whole or in part, for commercial purposes or for personal gain, without the express advance written permission from us.
The Services and their original content (excluding Customer Data), features and functionality are and will remain the exclusive property of Ori and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Ori.
Third party sites and applications
The Services may contain links to third party websites or services that are not owned or controlled by Ori. We have no control over and assume no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites. You acknowledge and agree that Ori shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such third-party websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites that you visit or the services that you enable.
Each party acknowledges that as a result of the Services provided, such party (the “Receiving Party”) may receive information from the other party (the “Disclosing Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (“Confidential Information”). Your Confidential Information includes, but, but is not limited to, your Customer Data, internal business information, contact information including names and email addresses of clients and prospective clients, and other information about clients and prospective clients. Drift’s Confidential Information includes, but is not limited to, information Ori provides in its provision of the Services, its business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Ori. The Receiving Party acknowledges that the Disclosing Party’s Confidential Information will remain solely the Disclosing Party’s property and proprietary information of the Disclosing Party and that the Receiving Party’s knowledge of the Disclosing Party’s Confidential Information may enable the Receiving Party to cause the Disclosing Party’s irreparable harm upon the unauthorized disclosure of such matters. The Receiving Party covenants and agrees that it will not use or appropriate for its own behalf, or disclose or communicate, directly or indirectly, any of the Disclosing Party’s Confidential Information to any external third-party individual, firm, company or other entity or person without the Disclosing Party’s prior written consent, except to the extent necessary to perform its obligations under the Agreement.
The Receiving Party shall take all commercially reasonable steps required to protect the Disclosing Party’s Confidential Information from unauthorized disclosure to any third party and shall keep the Confidential Information protected while stored with industry standard and commercially reasonable measures typically used in similar commercial sectors.
The foregoing obligations of confidentiality do not apply to any information that: (a) is made publicly known without fault of the Receiving Party; (b) is lawfully disclosed to the Receiving Party by a third party having the right to disclose the information; (c) is produced by the Receiving Party pursuant to legal process, or under a court or government agency order to be produced, provided that the Receiving Party shall promptly notify the Disclosing Party of the request or order so that the Disclosing Party has a timely opportunity to seek a protective order or other appropriate relief; or (d) is developed by the Receiving Party independent of the receipt of the Disclosing Party’s Confidential Information. Notwithstanding anything to the contrary set forth herein, Ori may collect and use data regarding the use and performance of the Services in anonymized and aggregated form, to analyze and improve the Services and for distribution in general benchmarking data and industry reports, provided that any reported user data is aggregated and anonymized such that no personally identifying information of any individual is revealed.
The Receiving Party shall, at the Disclosing Party’s option, return or destroy all Confidential Information in Receiving Party’s possession, and all copies thereof, at any time upon the Disclosing Party’s request.
If either party materially breaches any of its duties or obligations under this Agreement or an Order Form, and such breach is not cured within thirty (30) calendar days of the non-breaching party providing the breaching party of written notice of the breach, the non-breaching party may terminate this Agreement or the applicable Order Form, as applicable.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Customer’s Indemnification of Ori. Customer will indemnify, defend and hold harmless Ori and its respective directors, officers, employees and agents from and against any and all claims, losses, damages, suits, fees, judgments, costs and expenses, (including reasonable attorney’s fees) (“Claims”) or any claims by you or any third party which may arise from or relate to this Agreement or the provision of our service to you, including any damages caused by your use of our Site or acceptance of the offers contained on our Site.
Procedure for Handling Indemnification Claims. In the event of any Claim, Ori will give prompt notice of any such Claim to Customer; provided that the failure to provide such notice will not relieve Customer of its obligations unless such failure prejudices Customer’s ability to defend the Claim). Customer will be entitled if it so elects in a notice promptly delivered to Ori, to immediately take control of the defense, settlement and investigation of any Claim and to employ and engage attorneys reasonably acceptable to Ori to handle and defend the same, at Customer’s sole cost. Ori will cooperate in all reasonable respects, at Customer’s cost and request, in the investigation, trial and defense of such Claim and any related appeals. Customer will not consent to the entry of any judgment or enter into any settlement with respect to a Claim without Ori’s prior written consent, which may be withheld in its sole discretion. Ori may also, at its own cost, participate through its attorneys or otherwise in such investigation, trial and defense of any Claim and related appeals.
Customer (on its own behalf and on behalf of any person or entity authorized to use the services by customer) covenants not to sue or make or assert against Ori any claim of infringement of any intellectual property right with respect to the services provided by Ori under this agreement.
No Warranty and Other Disclaimers
Ori will provide the Services in a professional manner, but your use of the Services is at your sole risk. Except as provided herein, the Services are provided on an “AS IS” and “AS AVAILABLE” basis and without warranties of any kind, whether express or implied, including, but not limited to, implied warranties, fitness for a particular purpose, or course of performance. Ori, its subsidiaries, affiliates, and its licensors do not warrant that a) the Services will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected, or c) the results of using the Services will meet your requirements. We will take reasonable precautions to ensure the security, reliability, and performance of our Services. In the event that Services entails working with ePHI, we will adhere to all Required and some Addressable technical, physical, and administrative safeguards outlined in federal HIPAA regulations. We will sign Business Associate Agreements when necessary to provide Services to our customers that consume or produce ePHI. Our Company’s Privacy Officer is Seth Halpern. Our Company’s Security Officer is Brett Westphal. Both may be reached by phone or email during normal business hours for HIPAA-related inquiries.
Limitation of Liability
Notwithstanding anything to the contrary, except for bodily injury of a person, company and its suppliers, our 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, strict liability or other theory: 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; b) for any indirect, exemplary, incidental, special or consequential damages, c) for any matter beyond company’s reasonable control, or d) for any amounts that, together with amounts associated with all other claims, exceed the fees paid by Customer to Company for the Services under this Agreement in the specific two month period prior to the act that gave rise to the liability, in each case, whether or not Company has been advised of the possibility of such damages.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
This Agreement shall be governed and construed in accordance with the laws of the State of Delaware in the United States, without regard to its conflict of law provisions. Our failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. By engaging with us for Services or consenting to this agreement, you irrevocably and expressly permit us to transfer any litigation matter that you initiate in any Court in the United States to our preferred venue, the Delaware Court of Chancery. We will make every effort to resolve matters privately or through arbitration and kindly request that you do the same. If any provision of this Agreement is held to be invalid or unenforceable by a court, the remaining provisions of this Agreement will remain in effect (“Blue Pencil”).
This Agreement is designed to pair with an Order Form. Taken together these documents constitute the entire agreement between us regarding our Services. Accepting an Order Form requires that you understand and agree to the Terms of Service.
We reserve the right, at our sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised Agreement. If you do not agree to the new Agreement, you are no longer authorized to use the Services.
What is personal data?
Personal data means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
Processing means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction;
Personal data use: principles and purposes
We may ask you to provide us, or third parties may provide us, with certain Personal data that can be used to contact or identify you. Personal data may include, but is not limited to, your name, postal address, email address, and phone number. We collect Personal data for the purpose of providing the Services, responding to your requests/inquiries, identifying and communicating with you about the Services and improving our Services.
We collect the following information
We collect information that your browser sends whenever you visit our website or use our Services (“Log Data”). This Log Data may include information such as your computer’s Internet Protocol (“IP”) address, browser type, browser version, the pages of our Services that you visit, the time and date of your visit, the time spent on those pages and other statistics. In addition, we use third-party services such as Google Analytics that collect, monitor and analyze this type of information in order to increase our Services’ functionality. These third-party service providers have their own privacy policies addressing how they use such information. When you access the Services by or through a mobile device, we collect certain information automatically, including the type of mobile device you use, your mobile device’s unique device ID, the IP address of your mobile device, your mobile operating system, the type of mobile Internet browser you use, and your general location information as described further below.
Personal data control and GDPR
We can configure Ori to collect consents in popups and chat to collecting email address, phone numbers or additional personal data.
We may provide you with the opportunity to “opt-out” of having your personal information used for certain purposes when we ask for this information. If you decide to opt-out, we may not be able to provide certain features of the Offerings to you. To opt-out you need to email us at email@example.com.
Per Article 32 of the GDPR, we have in place appropriate technical and organizational measures to keep your data secure. All data generated or consumed by our web applications are securely stored in Microsoft facilities. We take a proactive stance to limit the data we store to ensuring the reliability and functionality of our applications.
Honoring data subject rights
We have processes in place to honor data subject requests. Ori will export, correct, or delete Contact Data upon request by the Customer.
If you believe we do not have the right to process your data or you object to our processing for a particular purpose, or if you want us to erase your Personal data altogether, please email us at firstname.lastname@example.org. All personal data we collected will be erased and we won’t be able to provide our services to you.
If you no longer wish to receive our newsletter and promotional communications, you may opt-out of receiving them by following the instructions included on such communications or on the Offerings or by emailing us at email@example.com.
You can remove or block certain cookies using the settings in your browser but the Offerings may cease to function properly if you do so.
Only persons who are age 18 or older have permission to access our Services. Our Services are not intended to be used by anyone under the age of 13 (“Children”). We do not knowingly collect personally identifiable information from children under 13. If you are a parent or guardian and you learn that your Children have provided us with Personal Information, please contact us. If we become aware that we have collected Personal Information from a child under age 13 without verification of parental consent, we take steps to remove that information from our servers.
What are cookies?
Cookies are small data files that are placed on your computer or mobile device when you visit a website, mobile app or use an online platform. Cookies are widely used by online service providers to facilitate and help to make the interaction between users and websites, mobile apps and online platforms faster and easier, as well as to provide reporting information.
Cookies set by the website and/or mobile app and/or platform owner (in this case, Intercom) are called “first party cookies”. Cookies set by parties other than the website and/or mobile app and/or platform owner are called “third party cookies”. Third party cookies enable third party features or functionality to be provided on or through the website and/or mobile app and/or platform (e.g. like advertising, interactive content and analytics). The parties that set these third party cookies can recognize your computer or device both when it visits the website and/or mobile app and/or platform in question and also when it visits certain other websites and/or mobile apps and/or platforms.
We use first party and third party cookies for several reasons. Some cookies are required for technical reasons in order for our Websites and/or App and/or platform to operate, and we refer to these as “essential” or “strictly necessary” cookies. Other cookies also enable us to track and target the interests of our users to enhance the experience on our Websites and/or App and/or platform. Third parties serve cookies through our Websites and/or App and/or platform for analytics and other purposes. This is described in more detail below.
How can I control cookies?
You have the right to decide whether to accept or reject cookies. You can exercise your cookie preferences by clicking on the appropriate opt-out links provided in the cookie table above.
You can subscribe for 1 month or annually. For monthly subscriptions, we charge payment at the beginning of the period. For longer subscriptions, we require payment each quarter at the beginning of the period. Exceptions may be made on a case-by-case basis in a relevant Order Form, which shall override the aforementioned Billing policy. The exact subscription cost depends on the selected subscription and add-ons. Please refer to the relevant Order Form or contact us if you have questions.
What happens if your plan caps are exceeded?
When the cap for your plan is exceeded (which is determined by your subscription), we will initiate contact to discuss upgrading your plan. We will not make changes to your plan without first attempting to provide you with this courtesy. If you do not respond to our request to discuss your plan within 72 hours, we have your permission to upgrade your plan to bring it into compliance with relevant quotas and caps.
If you elected to sign up under a pay-for-performance pricing offering, you acknowledge and agree that each individual conversation with Ori, regardless of outcomes, shall cost $1 USD, or the amount specified in a relevant Order Form, if different. In order to prevent excessive charges, we will automatically convert you to one of our monthly subscriptions when the equivalent price is reached under a pay-for-performance model. Once this conversion occurs, you agree and consent that future months shall be billed under the relevant subscription plan as opposed to pay-for-performance. This is for convenience and to protect you from cost overruns that may arise in a pay-for-performance model.