EASE Visitor (OCR Services Inc.) Customer Terms of Service
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
Our Customer Terms of Service is a contract that governs our Customers’ use of the EASE Visitor (OCR Services Inc.) services. It consists of the following documents:
Master Terms: These contain the core legal and commercial terms that apply to your subscription
Product Specific Terms: These include any additional terms that apply to your use of each of our product offerings, our consulting and other services and third party services.
Your Subscription Form is the EASE Visitor (OCR Services Inc.)-approved form created following your purchase of our products or services through our online payment process. It contains all of the details about your purchase, including your subscription term, products purchased and your fees. You’ll find your Subscription Form details on your EASE Visitor (OCR Services Inc.) portal. By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms.
This Agreement shall be governed by the laws of the State of Maryland without regard to its conflict of law rules.
Last updated December 4, 2020
Use of Services
Term & Termination
Disclaimers; Limitation of Liability
Appendix 1: Additional Coverage Terms
Appendix 2: List of Sub-Processors
“Agreement” or “Customer Terms of Service” means these Master Terms and all materials referred or linked to in here.
“Billing Period” means the period for which you agree to prepay fees under a Subscription Form. This may be the same length as than the Subscription Term specified in your Subscription Form or it may be shorter. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.
“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential. Confidential Information shall include all information concerning: (a) Disclosing Party’s customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the
Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
“Visitor” means a single individual (other than a User) whose Contact Information is stored by you in the Subscription Service.
“Contact Information” means the name, email address, phone number, online user name(s), telephone number, and similar information entered in the EASE Visitor application.
“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.
“Customer Data” means all information that you submit via the Subscription Service. Customer Data does not include EASE Visitor (OCR Services Inc.) Content.
“Customer Materials” means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.
“Email Send Limit” means the number of emails that you may send in any given calendar month, as detailed in the Product Specific Terms.
“Free Services” means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.
“EASE Visitor (OCR Services Inc.) Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services (as defined in the Product Specific Terms).
“Subscription Form” or “Order” means the EASE Visitor (OCR Services Inc.)-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services.
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Law.
“Product Specific Terms’ means the additional product-related terms that apply to your use of EASE Visitor (OCR Services Inc.) products, our consulting services and Third party Services.
“Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions, government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.
“Subscription Fee” means the amount you pay for the Subscription Service.
“Subscription Service” means all of our web-based applications, tools and platforms that you have subscribed to under an Subscription Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://enterprise.easevisitor.comor another designated URL, and any ancillary products and services, that we provide to you.
“Subscription Term” means the initial term of your subscription to the applicable Subscription
Service, as specified on your Subscription Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.
“Total Committed Subscription Value” means the aggregate amount of Subscription Fees paid or payable to us during your then-current Subscription Term(s) for all of your EASE Visitor (OCR Services Inc.) accounts, but this amount excludes fees for renewals, Consulting Services and applicable taxes.
“Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
“EASE Visitor (OCR Services Inc.)”, “we”, “us” or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.
“You”, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Subscription Form as the customer.
2. USE OF SERVICES
2.1 Access. During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Subscription Order. We may also provide your Users access to use our Free Services at any time by activating them in your EASE Visitor (OCR Services Inc.) account. We might provide some or all elements of the Subscription Service through third party service providers. You may provide access and use of the Subscription Service to your Affiliate’s Users or allow them to receive the Consulting Services purchased under this Subscription Order; provided that, all such access, use and receipt by your Affiliate’s Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates’ compliance with the Agreement.
2.2 Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your EASE Visitor (OCR Services Inc.) account (if this option is made available by us.). This Agreement will apply to all additional Subscription Order(s) and all additional features that you activate from within your EASE Visitor (OCR Services Inc.) account.
2.3 Service Uptime Commitment. For details of EASE Visitor (OCR Services Inc.)’s Service Level Commitment, please see the Product Specific Terms.
2.4 Limits. The limits that apply to you will be specified in your Subscription Form, this Agreement or in our Product and Services Catalog, and for our Free Subscriptions, these limits may also be designated only from within the product itself. For further information on the limits that apply to your subscription, please refer to the Product Specific Terms.
You must be 18 years of age or older to use the Subscription Service depending on the permissible legal compliant age governed by the Country in which you avail subscribed services.
2.5 Downgrades. Depending on your EASE Visitor (OCR Services Inc.) product, you may be entitled to downgrade your subscription. For further information on the downgrade terms that apply to your subscription, please refer to the Product Specific Terms.
2.6 Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. For further information on our modification rights that apply to your subscription, please refer to the Product Specific Terms.
2.7 Customer Support. For information on the customer support terms that apply to your subscription, please refer to the Product Specific Terms.
2.8 Acceptable Use. You will comply with our Acceptable Use Policy at https://legal.easevisitor.com/aup (“AUP”).
2.9 Prohibited and Unauthorized Use. You will not use the Subscription Service in any way that violates the terms of the AUP or for any purpose or in any manner that is unlawful or prohibited by this Agreement.
You may not use directly or indirectly (using VPN or other routing channels) the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.
The Subscription Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the Subscription Service where your communications would be subject to such laws. You may not use the Subscription Service in a way that would violate the Gramm-Leach-Bliley Act (GLBA). Nothing contained in this section will limit the usage restrictions specific to Sensitive Information under the Agreement.
You will notify us right away of any unauthorized use of your Users’ identifications and passwords or your account by following the instructions at https://help.easevisitor.com.
2.10 No Sensitive Information. You acknowledge that the subscription Services have not been designed to process or manage sensitive Information and accordingly you agree not to use the subscription Service to collect, manage or process sensitive information. We will Not have and we specifically disclaim any liability that may result from your use of the subscription service to collect, process or manage sensitive information.
2.11 Customer Responsibilities. To realize the full value of the Subscription Service and Consulting Services, your participation and effort are needed. Resources that may be required from you include a project manager, security in charge, compliance manager, front desk team, security team, and IT team resources (or equivalent).
2.12 Free Trial. If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.
2.13 Legacy Products. If you have a legacy EASE Visitor (OCR Services Inc.) product or EASE Visitor Management System, some of the features and limits that apply to that product may be different than those that appear in these Master Terms, Product Specific Terms and/or the Product and Services Catalog. If you have legacy EASE Visitor (OCR Services Inc.) products, we may choose to move you to our then-current products at any time. If you determine that you are using a legacy product and would like to upgrade to a current-version, you must contact us.
3.1 Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless: (i) you exceed your Maximum number of allowed Locations, Maximum number of allowed Visitors, Email / SMS Send Limit, User or other applicable limits (see the ‘Limits’ section above), (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products, or (iv) otherwise agreed to in your Subscription Order. You can find all the information about how your fees may be otherwise adjusted in Product Specific Terms.
3.2 Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then current list price set out on our website. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.
3.3 Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party. Any credit card payment processing charges levied by third party for payment process will be charged above your Subscription Fees to you.
3.4 Payment against invoice. If you are paying by invoice, we will invoice you no more than sixty (60) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Subscription Form.
3.5 Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your EASE Visitor (OCR Services Inc.) account. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are an EASE Visitor (OCR Services Inc.) Solutions Partner that purchases on behalf of a client, you agree to be responsible for the Subscription Form and to guarantee payment of all fees.
3.6 Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You will have no liability for any taxes based upon our gross revenues or net income.
3.7 Withholding Tax. If you are required to deduct or withhold tax from payment of your EASE Visitor (OCR Services Inc.) invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”).
You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.
4. TERM AND TERMINATION
4.1 Term and Renewal. Your initial subscription period will be specified in your Subscription Order, and, unless otherwise specified in your Subscription Order, your subscription will automatically renew for the shorter of the subscription period, or one year.
4.2 Notice of Non-Renewal. Unless otherwise specified in your Subscription Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the EASE Visitor (OCR Services Inc.) product and edition you have subscribed to. For more information on non-renewal notice periods, please see the Product Specific Terms.
If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your EASE Visitor (OCR Services Inc.) account.
4.3 Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the ‘Notice of Non-Renewal’ section for information on how to cancel your subscription.
4.4 Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.
We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
This Agreement may not otherwise be terminated prior to the end of the Subscription Term.
4.5.1 Suspension for Prohibited Acts.
We may suspend any User’s access to any or all Subscription Services without notice for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,
use of the EASE Visitor (OCR Services Inc.) notification / emergency email send service that results in excessive hard bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or
repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.
4.5.2 Suspension for Non-Payment.
We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.
4.5.3 Suspension for Present Harm.
If your use of the Subscription Service:
is being used to engage or subjected to denial of service attacks or other disruptive activity,
is creating a security vulnerability for the Subscription Service or others,
is consuming excessive bandwidth, or
is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service.
Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
4.5.5 Suspension and Termination of Free Services.
We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.
4.6 Effect of Termination or Expiration. If your paid subscription is terminated or expires, we will continue to make available to you our Free Services, if any provided however, this may not be the case if your Agreement was terminated for cause.
You will continue to be subject to this Agreement for as long as you have access to an EASE Visitor (OCR Services Inc.) account.
Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and EASE Visitor (OCR Services Inc.) Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.
5. CUSTOMER DATA
5.1 Customer’s Proprietary Rights. You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.
5.2 Limits on EASE Visitor (OCR Services Inc.). We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law and this Agreement.
5.3 Data Practices and Machine Learning. We may monitor use of the Subscription Service by all of our customers and use the information gathered in an aggregate and anonymized manner. We may use Customer Data in an anonymized manner for machine learning.
5.4 Protection of Customer Data. We will process Personal Data on your behalf in connection with the Subscription Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data, including our security measures.
5.5 Customer Data Transfers.
We and or our Affiliates or technological partners may transfer Customer Data (including Personal Data) from one platform to another in the future should EASE Visitor be migrated from one hosting provider to another or from one cloud provider to another. Current technological partners EASE Visitor (OCR Services Inc.) is affiliated to us is Global Vox LLC ( www.globalvoxinc.com), a Delaware, USA registered company. Although our technological partners would not have direct access to the Customer Data in a real form factor (s), these migrations are more of Database-to-Database migrations and the access to the data is only permitted to the end user or Customer credentials.
5.6 Retention, Deletion and Retrieval of Customer Data.
You may retrieve your Customer Data from your account in accordance with our ‘Retrieval of Customer Data’ sections throughout our Product Specific Terms.
6. INTELLECTUAL PROPERTY
6.1 This is an agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service and Consulting Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the EASE Visitor (OCR Services Inc.) Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us. Our trademarks include, but aren’t limited to, those listed at https://legal.easevisitor.com/trademarks (which we may update at any time without notice to you) and you may not use any of these without our prior written permission.
6.2 We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.
7.1 The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party
(except those third party service providers used by us to provide some or all elements of the Subscription Service or Consulting Services and except for your EASE Visitor (OCR Services Inc.) Solutions Partner bound by confidentiality obligations), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
7.2 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.
You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by giving written communication at firstname.lastname@example.org
9. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Maryland, USA, without regard to its conflicts of laws rules. The International Sale of Goods Convention shall not apply to this Agreement. The Parties agree to submit to the exclusive jurisdiction of the Federal and State Courts located in Montgomery County, Maryland. Each Party hereby irrevocably and unconditionally waives any objection to the laying of venue of any action, suit, or proceeding arising out of this Agreement in the Federal or State courts located in Montgomery County, Maryland, U.S.A., and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
You will indemnify, defend and hold us and our Affiliates including technological partner(s) harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of
unauthorized or illegal use of the Subscription Service by you or your Affiliates,
your or your Affiliates’ noncompliance with or breach of this Agreement,
your or your Affiliates’ use of Third-Party Products, or
the unauthorized use of the Subscription Service by any other person using your User information.
We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
11. DISCLAIMERS; LIMITATION OF LIABILITY
11.1 Disclaimer of Warranties. Without limiting our obligations in the
‘Protection of customer data’ section of this agreement, we and our
Affiliates and agents make no representations or warranties about the
Suitability, reliability, availability, timeliness, security or accuracy of the subscription service, data made available from the subscription
Service, EASE Visitor (OCR Services Inc.) content, or the consulting services for any purpose.
Application programming interfaces (APIs) may not be available at all times. To the extent permitted by law, the subscription service, EASE Visitor (OCR Services Inc.)
content and consulting services are provided “as is” without warranty or conditions of any kind. We disclaim all warranties and conditions of any kind, whether express, implied or statutory, with regard to the Subscription service and the consulting services, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
11.2 No Indirect Damages. To the extent permitted by law, in no event will either party or its affiliates be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data or business opportunities arising out of or related to this agreement, whether an action is in contract or tort and regardless of the theory of liability.
11.3 Limitation of Liability. Except for your liability for payment of fees, your liability arising from your obligations under the ‘indemnification’ section, and your liability for violation of our intellectual property rights, if, notwithstanding the other terms of this agreement, either party or its affiliates is determined to have any liability to the other party, its affiliates or any third party, the parties agree that the aggregate liability of a party and its affiliates will be limited to a sum equal to the total amounts paid or payable for the subscription service in the twelve month period preceding the event giving rise to a claim; provided however, this limitation will not apply to you if you only use the free services, and in this case, if we are determined to have any liability to you or any third party arising from your use of the free services, then our aggregate liability will be limited to fifty US dollars.
11.4 Agreement to Liability Limit. You understand and agree that absent your agreement to this limitation of liability, we would not provide the subscription service to you.
11.5 Additional Coverage Terms. If your Total Committed Subscription Value exceeds ninety-nine thousand U.S. dollars (USD$99,000), then the EASE Visitor (OCR Services Inc.) Additional Coverage Terms available at Appendix 1 to these Master Terms will apply. If these terms apply to you, then they are incorporated into the Agreement.
12.1 Amendment; No Waiver. We may modify any part or all of the Agreement by posting a revised version at https://legal.easevisitor.com. The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email notification.
If you do not agree with a modification to the Agreement, you must notify us in writing within thirty (30) days after we send notice of the revision. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date, after which the current terms posted at https://legal.easevisitor.comwill apply. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
12.2 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
12.3 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than six (6) months after the cause of action has accrued.
12.4 Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
12.5 Compliance with Laws. We will comply with all U.S. state and federal laws (where applicable) in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.
12.6. Severability. If any part of this Agreement or a Subscription Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
12.7 Notices. To EASE Visitor (OCR Services Inc.): Notice will be sent to the following contact address
Attention: Raj Boveja
OCR Services, Inc.
15825 Shady Grove Road, Suite 90
Rockville, MD 20850
To you: your address as provided in our EASE Visitor (OCR Services Inc.) Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications center of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.
12.9 Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any EASE Visitor (OCR Services Inc.) affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
12.10 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12.11 Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.
12.12 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have has the authority to procure your Affiliates compliance with the terms of this Agreement.
12.13 Insurance. During the term of this Agreement, we will, at our own cost and expense, obtain and maintain in full force and effect, with reputable insurers having A.M. best ratings of at least A (VII) or better, liability insurance with coverage and minimum limits of liability as follows:
$1,000,000 Bodily Injury by Accident
$1,000,000 Bodily Injury by Disease-Policy Limit
$1,000,000 Bodily Injury by Disease-Each Employee
Commercial General Liability
(Including products/completed operations coverage)
$1,000,000 per Occurrence with
$2,000,000 General Aggregate
Automobile Liability (for owned, non-owned, and hired vehicles)
$1,000,00 Combined Single Limit
12.14 Survival. The following sections will survive the expiration or termination of this
Agreement: ‘Definitions’, ‘Fees’, ‘Prohibited and Unauthorized Use’, ‘Early Cancellation’,
‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’,
‘Suspension for Present Harm’, ‘Suspension and Termination of Free Services’, ‘Effect of
Termination or Expiration’, ‘Intellectual Property’, ‘Customer’s Proprietary Rights’,
‘Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’,
‘Miscellaneous’ and ‘Contracting Entity and Applicable Law’. Additionally, the ‘Retrieval of Customer Data’ sections and the ‘Alpha/Beta Services’ section of the Product Specific Terms page will survive expiration or termination of this Agreement.
12.15 Precedence. In the event of a conflict between the terms of the Agreement and a Subscription Order, the terms of the Subscription Order will control, but only as to that Subscription Order.
12.16 Sub-Processors. You agree that we may engage Sub-Processors to Process Personal Data on your behalf. We have currently appointed, as Sub-Processors, the EASE Visitor (OCR Services Inc.) Affiliates and third parties listed in Appendix 2 to this Agreement. We will remain responsible for each Sub-Processor’s compliance with the obligations of this Agreement and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this Agreement.
ADDITIONAL COVERAGE TERMS
If your Total Committed Subscription Value exceeds ninety-nine thousand U.S. dollars
(USD$99,000), then these Additional Coverage Terms apply. If, at any point during your Subscription Term, your Total Committed Subscription Value is below this amount, then these terms will not apply. We may update or change these terms in the same way as we can update or change our Agreement, as we describe in the ‘Amendment; No Waiver’ section of the Master Terms.
EASE Visitor (OCR Services Inc.) Indemnification
We will indemnify, defend and hold you harmless, at our expense, against any Action brought against you (and your officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with you to the extent that such Action is based upon or arises out of (1) an allegation that the Subscription Service infringes a valid patent in a member state of the Patent Cooperation Treaty, registered trademark, or registered copyright (“IP Indemnification”), or (2) our breach of our confidentiality obligations or our use of Customer Data in violation of this Agreement (“Confidentiality and Data Misuse Indemnification”).
You will: notify us in writing within thirty (30) days of you becoming aware of any such claim; give us sole control of the defense or settlement of such a claim; and provide us (at our expense) with any and all information and assistance reasonably requested by us to handle the defense or settlement of the claim. We will not accept any settlement that (i) imposes an obligation on you; (ii) requires you to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on you without your prior written consent.
We will not have any obligation or liability under this section if the alleged claim is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Subscription Service by anyone other than us, or modification of the Subscription Service by us in accordance with specifications or instructions that you provided, (iii) use of the Subscription Service in violation of or outside the scope of this Agreement, (iv) an allegation that the Subscription Service consists of a function, system or method traditionally utilized in marketing, sales or services software that is not commercially unique to the Subscription Service, and the commercially unique aspects of the Subscription Service are not identified in the allegation giving rise to the claim, or (v) user interface or related user design elements not provided by us.
Notwithstanding the foregoing, in the event of such a claim, or if we believe that such a claim is likely, we may, at our sole option and expense: (a) modify the Subscription Service or provide you with substitute Subscription Service that is non-infringing; or (b) obtain a license or permission for you to continue to use the Subscription Service, at no additional cost to you; or (c) if neither (a) nor (b) is, in our judgment, commercially practicable, terminate your access to the Subscription Service (or to a portion of the Subscription Service as necessary to resolve the claimed infringement) and refund all or a proportionate amount of any fees that you have previously paid covering use of the Subscription Service after the effective date of such
termination. THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.
Notwithstanding anything contained in the ‘Disclaimer of Warranties’ section of the Master Terms, we warrant that: (i) the Subscription Service and Consulting Services will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service.
Limitation of Liability
The ‘Limitation of Liability’ sub-section in the ‘Disclaimers; Limitations of Liability’ section of the Master Terms is revised to read as follows:
“except for your liability for payment of fees, your liability arising from your obligations under the ‘indemnification’ section, our IP indemnification obligations under the ‘EASE Visitor (OCR Services Inc.) Indemnification’ section and your liability for violation of our intellectual property rights, if, notwithstanding the other terms of this agreement, either party or its affiliates is determined to have any liability to the other party, its affiliates or any third party, the parties agree that the aggregate liability of a party and its affiliates will be limited to a sum equal to the total amounts paid or payable for the subscription service in the twelve month period preceding the event giving rise to a claim”.
1. Use of the Subscription Service
A. The EASE Visitor (OCR Services Inc.) Subscription Service
Our online Subscription Service allows users (typically small to medium size businesses) to manage their internal and external visitors. The information added to the Subscription Service, either by walk in visitors providing their contact information via self-check-in or when a Subscription Service user adds the information, is stored and managed on our cloud hosting service providers’ servers.
B. Use By Our Customers
When customers use the Subscription Service, they may collect Personal Data such as first and last name, email address, physical address, or phone number. EASE Visitor (OCR Services Inc.) does not control the content of these forms or the types of Personal Data that our customers may choose to collect or manage using the Subscription Service. That Personal Data is controlled by them and is used, disclosed and protected by them according to their privacy policies. EASE Visitor (OCR Services Inc.) processes our customers’ information as they direct and in accordance with our agreements with our customers, and we store it on our cloud hosting service providers’ servers.
We have no direct relationship with individuals who provide Personal Information to our customers. Our customers control and are responsible for correcting, deleting or updating information they have collected from using the Subscription Service. We may work with our customers to help them provide notice to their visitors about their data collection, processing and usage.
2. How we Share Information we Collect
A. With Service Providers
We employ other third-party service providers to provide services on our behalf to visitors to our websites, our customers, and Users of the Subscription Service and may need to share your information with them to provide information, products or services to you. Examples may include removing repetitive information from prospect lists, analyzing data or performing statistical analysis, processing credit card payments, supplementing the information you provide us in order to provide you with better service, and providing customer service or support. These service providers are prohibited from using your Personal Data except for these purposes, and they are required to maintain the confidentiality of your information. In all cases where we share your information with such agents, we explicitly require the agent to acknowledge and adhere to our privacy and customer data handling policies.
B. Due to Corporate Events
If we (or our assets) are acquired by another company, whether by merger, acquisition, bankruptcy or otherwise, that company would receive all information gathered by EASE Visitor (OCR Services Inc.) on the websites and the Subscription Service. In this event, you will be notified via email and/or a prominent notice on our website, of any change in ownership, uses of your Personal Data, and choices you may have regarding your Personal Data.
C. In accordance with Compelled Disclosure
We reserve the right to use or disclose your Personal Data if required by law or if we reasonably believe that use or disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or comply with a law, court order, or legal process.
3. EASE Visitor (OCR Services Inc.) Product Specific Privacy Disclosures
A. All Product Tiers
We may provide links within our sites and services to the sites or services of third parties. We are not responsible for the collection, use, monitoring, storage or sharing of any Personal Data by such third parties, and we encourage you to review those third parties’ privacy notices and ask them questions about their privacy practices as they relate to you.
If you choose to integrate your Gmail or any other G Suite application with the Subscription Service you may use the following integrations and allow EASE Visitor (OCR Services Inc.) access to your Google user data:
(1) Google Calendar Integration
The Subscription Service will have access to both your Google Calendar and any other calendar you access via Google in order to power our tool and allow you to associate visit events with contacts in the application. The Subscription Service will have the ability to: create or change your calendars and update individual calendar events.
(2) Google Drive Integration
As part of connecting your Google Drive, the Subscription Service will be able to: see your files, upload and download your files, and store file contents and titles. The Subscription Service uses these permissions to power the features of storing your visitors NDA on users or subscribers Google Drive account.
iii. EASE Visitor (OCR Services Inc.) Outlook Calendar Integration
If you use the Outlook Calendar integration with the EASE Visitor (OCR Services Inc.) Product, the Subscription Service will have access to information associated with your account calendar. The Subscription Service will have the ability to: create or change your calendars and update individual calendar events.
Data Practices and Service Data
We automatically collect metrics and information about how Users interact with and use the Subscription Service. We use this information to develop and improve the Subscription Services and the Consulting Services, and to inform our sales and marketing strategies. We may share or publish this service data with third parties in an aggregated and anonymized manner, but we will not include any Customer Data or identify Users.
If you access the Subscription Services via our mobile applications, we may also collect your device model and version, device identifier, and OS version. We may send you push notifications from time to time in order to update you about events or promotions. If you no longer wish to receive such communications, you may turn them off at the device level.
We use Customer Data in an anonymized manner for machine learning that supports certain product features and functionality within the Subscription Service.
When you use the Subscription Service, we automatically collect log files. These log files contain information about a Users’ IT system, a User’s IP address, browser type, domain names, internet service provider (ISP), the files viewed on our site (e.g., HTML pages, graphics, etc.), operating system, clickstream data, access times, and referring website addresses. We use this information to ensure the optimal operation of the Subscription Service and for security purposes. We may link log files to Personal Data such as name, email address, address, and phone number for these purposes.
You can log in to our site using a Single Sign-on (SSO) service like your Google or Office365 account. This service will authenticate your identity and provide you the option to share certain Personal Data with us such as your name.
4. Data Retention
What Information We Collect About You
How We Use Information We Collect
How We Share Information We Collect
Cookies and Similar Technologies
How to Access & Control Your Personal Data
1. What Information We Collect About You
Our Use of the Subscription Service
When You Visit our Website(s)
You are free to explore the Website(s) without providing any Personal Information about yourself. When you visit the Website(s) or register for the Subscription Service, we request that you provide Personal Information about yourself, and we collect Navigational Information.
We collect personal information from you when you submit web forms or interact with our Website, for example subscribing to an EASE Visitor (OCR Services Inc.) blog, signing up for a webinar, or requesting customer support. We also collect personal information when you sign up for an EASE Visitor (OCR Services Inc.) account.
“Personal Information” refers to any information that identifies you personally, including contact information, such as your name, e-mail address, company name, address, phone number, and other information about yourself or your business. Personal Information can also include information about any transactions, both free and paid, that you enter into on the Website(s), and information about you that is available on the internet, such as from Facebook, LinkedIn, Twitter and Google, or information that we acquire from service providers.
Personal Information includes Navigational Information or Payment Information where such information can directly or indirectly identify an individual.
Navigational information refers to information about your computer and your visits to the Website(s) such as your IP address, geographical location, browser type, referral source, length of visit and pages viewed. Please see the “Use of Navigation Information” section below.
Payment information includes information we collect and process from you when you subscribe to the Subscription Service, including credit card numbers and billing information, using third party PCI-compliant service providers. Except for this, we do not collect other Sensitive Information from you.
This refers to credit or debit card numbers, financial account numbers or wire instructions, government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.
When you view content provided by us, we automatically collect information about your computer hardware and software. This information can include your IP address, browser type, domain names, internet service provider (ISP), the files viewed on our site (e.g., HTML pages, graphics, etc.), operating system, clickstream data, access times and referring website addresses. This information is used by EASE Visitor (OCR Services Inc.) to provide general statistics regarding use of the Website(s). For these purposes, we do link this automatically collected data to other Personal Information such as name, email address, address, and phone number.
Information we collect from third parties
From time to time, we may receive Personal Information about you from third party sources including partners with which we offer co-branded services or engage in joint marketing activities, and sources such as social media Website(s).
Information About Children
The Website(s) are not intended for or targeted at children under 16, and we do not knowingly or intentionally collect personal information about children under 16 If you believe that we have collected personal information about a child under 16, please contact us, so that we may delete the information.
2. How We Use Information We Collect
We Never Sell Personal Information
We will never sell your Personal Information to any third party.
Use of Personal Information
improve your browsing experience by personalizing the Website(s);
develop and improve our products and services;
send information or EASE Visitor (OCR Services Inc.) content to you which we think may be of interest to you by post, email, or other means and send you marketing communications relating to our business;
promote use of our services to you and share promotional and information content with you in accordance with your communication preferences;
provide other companies with statistical information about our users — but this information will not be used to identify any individual user and will only be shared on an aggregate and de-identified basis;
contact you about billing, account management, and other administrative matters;
investigate and help prevent security issues and abuse; or
meet legal requirements.
We may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, we do not transfer your Personal Information to the third party.
Use of Navigational Information
We use Navigational Information to operate and improve the Website(s) and to provide you with a better experience when you interact with EASE Visitor (OCR Services Inc.). We may also use Navigational Information alone or in combination with Personal Information to provide you with personalized information about EASE Visitor (OCR Services Inc.). Navigational Information, such as IP address, is used to approximate your location. For example, we may use your approximate location to provide content that has been translated or send emails at certain times using your local time zone.
You may disable the collection and use of your location data through browser-, operating system- or device-level settings. Consent concerning location data may be withdrawn at any time.
Customer Testimonials and Comments
We post customer testimonials and comments on our Website(s), which may contain Personal Information. We obtain each customer’s consent via email prior to posting the customer’s name and testimonial.
Use of Payment Information
Security of your Personal Information
We use a variety of security technologies and procedures to help protect your Personal Information from unauthorized access, use or disclosure. We secure the Personal Information you provide on computer servers in a controlled, secure environment, protected from unauthorized access, use or disclosure. All Personal Information is protected using appropriate physical, technical and organizational measures.
Social Media Features
Retention of Personal Information
How long we keep information we collect about you depends on the type of information, as described in further detail below. After such time, we will either delete or anonymize your information or, if this is not possible, then we will securely store your information and isolate it from any further use until deletion is possible.
We retain Personal Information that you provide to us where we have an ongoing legitimate business need to do so (for example, as needed to comply with our legal obligations, resolve disputes and enforce our agreements).
When we have no ongoing legitimate business need to process your Personal Information, we securely delete the information or anonymise it or, if this is not possible, securely store your Personal Information and isolate it from any further processing until deletion is possible. We will delete this information at an earlier date if you so request, as described in the “How to Access & Control Your Personal Data” below.
If you have elected to receive marketing communications from us, we retain information about your marketing preferences for a reasonable period of time from the date you last expressed interest in our content, products, or services, such as when you last opened an email from us or ceased using your EASE Visitor (OCR Services Inc.) account. We retain information derived from cookies and other tracking technologies for a reasonable period of time from the date such information was created
The data our customers collect by using the Subscription Service is retained according to the relevant agreements with our customers.
3. How we Share Information we Collect
We employ other third-party service providers to provide services on our behalf to visitors to our Website(s) and our customers and users of the Subscription Service and may need to share your information with them to provide information, products or services to you. We might also share data with third parties but only if the data has been de-identified in a way so it cannot be used to identify you. Examples may include removing repetitive information from prospect lists, analyzing data or performing statistical analysis on your use of the Subscription Service or interactions on our Website(s), providing marketing assistance, processing credit card payments, supplementing the information you provide us in order to provide you with better service, developing and improving the product and services, and providing customer service or support. These service providers are prohibited from using your Personal Information except for these purposes, and they are required to maintain the confidentiality of your information. In all cases where we share your information with such agents, we explicitly require the agent to acknowledge and adhere to our privacy and data protection policies and standards.
EASE Visitor (OCR Services Inc.) Partners
In addition, we may share data with trusted partners to contact you based on your request to receive such communications, help us perform statistical analysis, or provide customer support. Such third parties are prohibited from using your Personal Information except for these purposes, and they are required to maintain the confidentiality of your information.
If we (or our assets) are acquired by another company, whether by merger, acquisition, bankruptcy or otherwise, that company would receive all information gathered by EASE Visitor (OCR Services Inc.) on the Website(s) and the Subscription Service. In this event, you will be notified via email and/or a prominent notice on our website, of any change in ownership, uses of your Personal Information, and choices you may have regarding your Personal Information.
We reserve the right to use or disclose your Personal Information if required by law or if we reasonably believe that use or disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or comply with a law, court order, or legal process.
4. Cookies and Similar Technologies
Third Party Tracking Technologies
5. How to Access & Control Your Personal Data
Reviewing, Correcting and Removing Your Personal Information
You have the following data protection rights:
You can request access, correction, updates or deletion of your personal information.
You can object to processing of your personal information, ask us to restrict processing of your personal information or request portability of your personal information.
If we have collected and process your personal information with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your personal information conducted in reliance on lawful processing grounds other than consent.
You have the right to complain to a data protection authority about our collection and use of your personal information.
To exercise any of these rights, please contact us. We will respond to your request to change, correct, or delete your information within a reasonable timeframe and notify you of the action we have taken.
If you would like to access or control your data with one of our customers or users of the Subscription Service, please contact the customer or user directly. EASE Visitor (OCR Services Inc.) acts as a processor for our customers and will work with our customers to fulfill these requests when applicable.
To Unsubscribe From Our Communications
You may unsubscribe from our marketing communications by clicking on the “unsubscribe” link located on the bottom of our e-mails, updating your communication preferences, or by postal mail. Customers cannot opt out of receiving transactional emails related to their account with us or the Subscription Service.
To Unsubscribe From Our Customers’ Communications
Our customers are solely responsible for their own notification emails and other communications; we cannot unsubscribe you from their communications. You can unsubscribe from our customers’ marketing communications by clicking on the “unsubscribe” link located on the bottom of their emails, or by contacting them directly.