Contracts
Privacy Policy
Effective December 15th 2023
DownloadTable of Contents
- Websites operated by us from which you are accessing this Policy, including www.ocrolus.com (the “Websites”);
- Software applications including dashboard.ocrolus.com, and any application programming interface (“API”) made available by us for use on or through computers (the “Apps”);
- Our social media pages and apps for LinkedIn, Twitter, Facebook, YouTube, and any other official Ocrolus social media pages (collectively, our “Social Media Pages”);
- HTML-formatted email messages that we send to you that link to this Policy or other communications with you; and
- Offline business interactions you have with us.
- Name
- Email address
- Physical address
- Phone number
- Username and password
- IP address (we may also derive your approximate location from your IP address)
- Through the Services:
- We collect Personal Information through the Services, for example when you sign up for a newsletter, register an account to access the Services, contact customer service, or provide information with us in connection with contests and promotions.
- If you apply to a job through our Services, you may submit Personal Information such as your full name, contact information, work experience, links to your work-related social media accounts, resume, and any other documents or information that you choose to upload and submit.
- From Other Sources:
- We receive your Personal Information from other sources, for example:
- Publicly available databases.
- If you apply for a job, we may also receive personal information from your references.
- We receive your Personal Information from other sources, for example:
- Providing the functionality of the Services and fulfilling your requests:
- To provide the Services’ functionality to you, such as arranging access to your registered account, displaying the information to you, delivering related content, and providing you with related benefits, special promotions, or customer service.
- To provide you with information that you request from us.
- To provide you with notices about your account/subscription, including expiration and renewal notices.
- We may send you information related to your account or our Services. We may send emails to the email address you provide to us to verify your account and for informational and operational purposes, such as account management, customer service, system maintenance, and other Site-related purposes.
- To notify you about changes to our Service.
- Providing you with marketing materials and facilitating social sharing.
- We may use Personal Information for marketing purposes, such as providing online advertising on the Site and sending you information we think may be useful or relevant to you. We use various marketing and targeting platforms to maintain Personal Information for such marketing purposes, including email marketing, or to target advertising.
- Analyzing Personal Information for business reporting and providing personalized services.
- We may also track and analyze trends and usage information in connection with our Services, for example, to determine how many users have visited certain pages or opened messages or newsletters.
- Allowing you to participate in sweepstakes, contests or other promotions.
- To process and deliver contest and promotion entries and rewards.
- Some of these promotions may have additional rules containing information about how we will use and disclose your Personal Information. Please read those additional rules before choosing to participate.
- Aggregating and/or anonymizing Personal Information.
- We may aggregate and/or anonymize Personal Information so that it will no longer be considered Personal Information. We do so to generate other data for our use, which we may use and disclose for any reason, as it no longer identified you or any other individual.
- Accomplishing our business purposes.
- To help improve our Services in the future;
- For audits, to verify that our internal processes function as intended and to address legal, regulatory, or contractual requirements;
- To protect our rights or property;
- To compare information for accuracy;
- To verify your identity as noted above;
- To investigate and prevent fraud or other illegal activities; and
- For compliance and safety assurance measures.
- To our affiliates for the purposes described above.
- You can consult the list and location of our affiliates below:
- Ocrolus East Private Limited (our wholly-owned subsidiary) located in India.
- You can consult the list and location of our affiliates below:
- To third parties, to permit them to send you marketing communications on our behalf, consistent with your choices.
- To our third party service providers, to facilitate services they provided to us.
- These can include promotional vendors we use to administer contests and promotions, IT service providers and related infrastructure provisions, such as our data hosting provider, other contractors and third parties we use for data analysis, payment processing, fraud prevention, customer service, email delivery, auditing, and other services.
- To comply with applicable law and regulations.
- This may include laws outside your country of residence.
- To cooperate with public and government authorities.
- To respond to a government or regulatory request or to provide information we believe is necessary or appropriate.
- This may include laws outside your country of residence.
- To cooperate with law enforcement.
- For example, when we respond to law enforcement requests and orders or provide information we believe is important.
- For other legal reasons.
- To enforce our Master Service Agreement; and
- To protect the rights, property, or safety of Ocrolus, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
- In connection with a sale or business transaction.
- We have a legitimate interest in disclosing or transferring your Personal Information to a third party in the event of any reorganization, merger, divestiture, restructuring, reorganization, joint venture, assignment, dissolution or other sale or transfer of some or all of Ocrolus’ business, assets, or stock, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding.
- The length of time we have an ongoing relationship with you and provide the Services to you (for example, for as long as you have an account with us or keep using the Services);
- Whether there is a legal obligation to which we are subject (for example, certain laws require us to keep records of your transactions for a certain period of time before we can delete them); or
- Whether retention is advisable in light of our legal position (such as in regard to applicable statutes of limitations, litigation or regulatory investigations).
- Usage information about how you use the Site, including your access times, geographical location, and browser types.
- Device-specific information, including your hardware model, operating system and version, unique device identifiers, network information, and information about the device’s interaction with our Site.
- Information collected using cookies, pixel tags and other technologies.
- Information that has been aggregated in a manner such that it no longer reveals your specific identity.
- Your browser or device.
- Certain information is collected by most browsers or automatically through your device, such as your Media Access Control (MAC) address, computer type (Windows or Mac), screen resolution, operating system name and version, device manufacturer and model, language, Internet browser type and version and the name and version of the Services (such as the App) you are using. We use this information to ensure that the Services function properly.
- Your use of the App.
- When you download and use the App, we and our service providers may track and collect App usage data, such as the date and time the App on your device accesses our servers and what information and files have been downloaded to the App based on your device number.
- Cookies.
- Cookies are alphanumeric identifiers or small data text files that are sent from a server during a browsing session. Cookies are small pieces of information that are stored directly on your computer when you visit certain websites. Find out more about the use of cookies on http://www.cookiecentral.com/. You can typically use your browser settings to block and delete cookies when you access the Site through a web browser. Depending on the browser that you are using, different instructions and adjustments are applicable (usually located within the “settings,” “help,” “tools,” or “edit” facility). Many browsers are set to accept cookies until you change your settings. If you block or do not accept cookies, the Services may not work properly and you may not be able to access all functionalities on the Services. We do not currently respond to browser do-not-track signals. To find out more about “Do Not Track,” please visit https://allaboutdnt.com/.
- We use cookies for the following reasons:
- To improve your experience when navigating our website.
- To remember some of your preferences or save some of your credentials for your next visit.
- To perform analytics and understand the pages and advertisements that you like, how you ended up on our website, and from what type of devices.
- To do re-targeting and ensure that you are presented with relevant ads about our Services.
- If you subscribe to our mailing list, we can use cookies to know if you opened your email and if so, from what device. If you click on an offer that we sent you by email, you will be redirected to our website and we will know that you visited our website through this communication. This will help us understand which promotions work better than others for you and allow us to send you more personalized offers.
- When you browse our website, different types of cookies are set on your hard disk or your device’s storage space. Cookies can be installed by us or can be installed by third parties.
- First-party cookies are those that are issued by our website domain, and they can only be set or retrieved by us. They are used for purposes specific to us, such as to personalize the website.
- Third-party cookies are usually placed on the website via scripts or tags added to a web page. Sometimes, these scripts will also bring additional functionality to the site.
- We use different categories of cookies, which we classified using the standard from the International Chamber of Commerce:
- Strictly Necessary: These cookies are essential to enable you to navigate our website and use its features.
- Performance Cookies: These cookies collect information about how visitors use a website, such as the pages that visitors go most often, and whether they get an error messages from our web pages. These cookies do not collect information that allow us to specifically identify you; it only provides aggregated information about our visitors. Most performance cookies are persistent.
- Functionality Cookies: These cookies are used to allow certain functionality. For instance, these cookies allow our website to make remember the choices you made and provide enhanced or more personalized features.
- Targeting Cookies: These cookies are used to deliver advertising more relevant to you and your interests, including by social media. They are also used to limit the number of times you see an advertisement as well as to help measure the effectiveness of a campaign. These cookies can remember that you visited a website and share this information with third parties for re-targeting purposes.
- The above-described cookies can be session cookies or persistent cookies:
- Session Cookies: These are cookies set temporarily on your device and deleted once you close your browser. They are not stored nor transmitted to third parties. We use this type of cookies to ensure you have a user-friendly experience.
- Persistent Cookies: These cookies remain active on your device for some time, which may vary from a few days to two years after your visit on our website.
- Pixel tags and other similar technologies.
- Pixel tags. Pixel tags (also known as web beacons and clear GIFs) may be used to, among other things, track the actions of users of the Services (including email recipients), measure the success of our marketing campaigns, and compile statistics about usage of the Services and response rates.
- Analytics. We use Google Analytics, which uses cookies and similar technologies to collect and analyze information about use of the Services and report on activities and trends. This service may also collect information regarding the use of other websites, apps and online resources. You can learn about Google’s practices by going to www.google.com/policies/privacy/partners/, and exercise the opt-out provided by Google by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
- Lodge a complaint with an EU/EEA data protection authority for the country or region where you have your habitual residence or place of work or where an alleged infringement of applicable data protection law occurs. For contact details of your local Data Protection Authority in the EEA, please see: https://ec.europa.eu/justice/data-protection/article-29/structure/data-protection-authorities/index_en.htm.
Categories of Personal Information | Disclosed to Which Categories of Third Parties for Operational Purposes |
---|---|
Identifiers, such as name, alias, contact information, unique personal identifiers, IP address that can reasonably be linked or associated with a particular consumer or household, online identifiers, and government-issued identifiers (e.g., driver’s license) | affiliates; service providers; business partners; marketing partners; contest sponsors; legal authorities |
Personal information as defined in the California customer records law, such as name, contact information, signature; financial account number; insurance policy number; medical, insurance, financial, education and employment information; physical characteristics or description | affiliates; service providers; business partners; marketing partners; contest sponsors; legal authorities |
Protected Class Information, such as characteristics of protected classifications under California or federal law, such as sex, age, gender, race, and marital status | affiliates; service providers |
Commercial Information, such as transaction information and purchase history, including purchases considered | affiliates; service providers; business partners; marketing partners; contest sponsors |
Internet or network activity information, such as browsing history, search history and interactions with our online properties or ads | affiliates; service providers; legal authorities |
Geolocation Data, such as device location and approximate location derived from IP address | affiliates; service providers; contest sponsors; legal authorities |
Audio/Video Data. Audio, electronic, visual, and similar information, such as call and video recordings | affiliates; service providers; legal authorities |
Education Information subject to the federal Family Educational Rights and Privacy Act such as student transcripts, grade point average, grades, and disciplinary records | affiliates; service providers |
Employment Information. Professional or employment-related information, such as work history and prior employer | affiliates; service providers |
Inferences drawn from any of the Personal Information listed above to create a profile or summary about, for example, an individual’s preferences and characteristics | affiliates; service providers |
- The categories of Personal Information we have collected about you, and the categories of sources from which we collected such Personal Information;
- Specific pieces of Personal Information we collected about you;
- The business or commercial purpose for collecting Personal Information about you; and
- The categories of Personal Information about you that we otherwise shared or disclosed, and the categories of third parties with whom we shared or to whom we disclosed such Personal Information (if applicable).
- Proof of your registration with the California Secretary of State to conduct business in California;
- Proof of a power of attorney from the resident pursuant to Probate Code sections 4121-4130.
- Verify the residents own identity directly with us; or
- Directly confirm with us that the resident provided you permission to make the request.
You have the right to be free from discriminatory treatment for exercising your rights under the CCPA.
Effective October 11th 2022 to December 15th 2023
DownloadTable of Contents
- Websites operated by us from which you are accessing this Policy, including www.ocrolus.com (the “Websites”);
- Software applications including dashboard.ocrolus.com, and any application programming interface (“API”) made available by us for use on or through computers (the “Apps”);
- Our social media pages and apps for LinkedIn, Twitter, Facebook, YouTube, and any other official Ocrolus social media pages (collectively, our “Social Media Pages”);
- HTML-formatted email messages that we send to you that link to this Policy or other communications with you; and
- Offline business interactions you have with us.
- Name
- Email address
- Physical address
- Phone number
- Username and password
- IP address (we may also derive your approximate location from your IP address)
- Through the Services:
- We collect Personal Information through the Services, for example when you sign up for a newsletter, register an account to access the Services, contact customer service, or provide information with us in connection with contests and promotions.
- If you apply to a job through our Services, you may submit Personal Information such as your full name, contact information, work experience, links to your work-related social media accounts, resume, and any other documents or information that you choose to upload and submit.
- From Other Sources:
- We receive your Personal Information from other sources, for example:
- Publicly available databases.
- If you apply for a job, we may also receive personal information from your references.
- We receive your Personal Information from other sources, for example:
- Providing the functionality of the Services and fulfilling your requests:
- To provide the Services’ functionality to you, such as arranging access to your registered account, displaying the information to you, delivering related content, and providing you with related benefits, special promotions, or customer service.
- To provide you with information that you request from us.
- To provide you with notices about your account/subscription, including expiration and renewal notices.
- We may send you information related to your account or our Services. We may send emails to the email address you provide to us to verify your account and for informational and operational purposes, such as account management, customer service, system maintenance, and other Site-related purposes.
- To notify you about changes to our Service.
- Providing you with marketing materials and facilitating social sharing.
- We may use Personal Information for marketing purposes, such as providing online advertising on the Site and sending you information we think may be useful or relevant to you. We use various marketing and targeting platforms to maintain Personal Information for such marketing purposes, including email marketing, or to target advertising.
- Analyzing Personal Information for business reporting and providing personalized services.
- We may also track and analyze trends and usage information in connection with our Services, for example, to determine how many users have visited certain pages or opened messages or newsletters.
- Allowing you to participate in sweepstakes, contests or other promotions.
- To process and deliver contest and promotion entries and rewards.
- Some of these promotions may have additional rules containing information about how we will use and disclose your Personal Information. Please read those additional rules before choosing to participate.
- Aggregating and/or anonymizing Personal Information.
- We may aggregate and/or anonymize Personal Information so that it will no longer be considered Personal Information. We do so to generate other data for our use, which we may use and disclose for any reason, as it no longer identified you or any other individual.
- Accomplishing our business purposes.
- To help improve our Services in the future;
- For audits, to verify that our internal processes function as intended and to address legal, regulatory, or contractual requirements;
- To protect our rights or property;
- To compare information for accuracy;
- To verify your identity as noted above;
- To investigate and prevent fraud or other illegal activities; and
- For compliance and safety assurance measures.
- To our affiliates for the purposes described above.
- You can consult the list and location of our affiliates below:
- Ocrolus East Private Limited (our wholly-owned subsidiary) located in India.
- You can consult the list and location of our affiliates below:
- To third parties, to permit them to send you marketing communications on our behalf, consistent with your choices.
- To our third party service providers, to facilitate services they provided to us.
- These can include promotional vendors we use to administer contests and promotions, IT service providers and related infrastructure provisions, such as our data hosting provider, other contractors and third parties we use for data analysis, payment processing, fraud prevention, customer service, email delivery, auditing, and other services.
- To comply with applicable law and regulations.
- This may include laws outside your country of residence.
- To cooperate with public and government authorities.
- To respond to a government or regulatory request or to provide information we believe is necessary or appropriate.
- This may include laws outside your country of residence.
- To cooperate with law enforcement.
- For example, when we respond to law enforcement requests and orders or provide information we believe is important.
- For other legal reasons.
- To enforce our Master Service Agreement; and
- To protect the rights, property, or safety of Ocrolus, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
- In connection with a sale or business transaction.
- We have a legitimate interest in disclosing or transferring your Personal Information to a third party in the event of any reorganization, merger, divestiture, restructuring, reorganization, joint venture, assignment, dissolution or other sale or transfer of some or all of Ocrolus’ business, assets, or stock, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding.
- The length of time we have an ongoing relationship with you and provide the Services to you (for example, for as long as you have an account with us or keep using the Services);
- Whether there is a legal obligation to which we are subject (for example, certain laws require us to keep records of your transactions for a certain period of time before we can delete them); or
- Whether retention is advisable in light of our legal position (such as in regard to applicable statutes of limitations, litigation or regulatory investigations).
- Usage information about how you use the Site, including your access times, geographical location, and browser types.
- Device-specific information, including your hardware model, operating system and version, unique device identifiers, network information, and information about the device’s interaction with our Site.
- Information collected using cookies, pixel tags and other technologies.
- Information that has been aggregated in a manner such that it no longer reveals your specific identity.
- Your browser or device.
- Certain information is collected by most browsers or automatically through your device, such as your Media Access Control (MAC) address, computer type (Windows or Mac), screen resolution, operating system name and version, device manufacturer and model, language, Internet browser type and version and the name and version of the Services (such as the App) you are using. We use this information to ensure that the Services function properly.
- Your use of the App.
- When you download and use the App, we and our service providers may track and collect App usage data, such as the date and time the App on your device accesses our servers and what information and files have been downloaded to the App based on your device number.
- Cookies.
- Cookies are alphanumeric identifiers or small data text files that are sent from a server during a browsing session. Cookies are small pieces of information that are stored directly on your computer when you visit certain websites. Find out more about the use of cookies on http://www.cookiecentral.com/. You can typically use your browser settings to block and delete cookies when you access the Site through a web browser. Depending on the browser that you are using, different instructions and adjustments are applicable (usually located within the “settings,” “help,” “tools,” or “edit” facility). Many browsers are set to accept cookies until you change your settings. If you block or do not accept cookies, the Services may not work properly and you may not be able to access all functionalities on the Services. We do not currently respond to browser do-not-track signals. To find out more about “Do Not Track,” please visit https://allaboutdnt.com/.
- We use cookies for the following reasons:
- To improve your experience when navigating our website.
- To remember some of your preferences or save some of your credentials for your next visit.
- To perform analytics and understand the pages and advertisements that you like, how you ended up on our website, and from what type of devices.
- To do re-targeting and ensure that you are presented with relevant ads about our Services.
- If you subscribe to our mailing list, we can use cookies to know if you opened your email and if so, from what device. If you click on an offer that we sent you by email, you will be redirected to our website and we will know that you visited our website through this communication. This will help us understand which promotions work better than others for you and allow us to send you more personalized offers.
- When you browse our website, different types of cookies are set on your hard disk or your device’s storage space. Cookies can be installed by us or can be installed by third parties.
- First-party cookies are those that are issued by our website domain, and they can only be set or retrieved by us. They are used for purposes specific to us, such as to personalize the website.
- Third-party cookies are usually placed on the website via scripts or tags added to a web page. Sometimes, these scripts will also bring additional functionality to the site.
- We use different categories of cookies, which we classified using the standard from the International Chamber of Commerce:
- Strictly Necessary: These cookies are essential to enable you to navigate our website and use its features.
- Performance Cookies: These cookies collect information about how visitors use a website, such as the pages that visitors go most often, and whether they get an error messages from our web pages. These cookies do not collect information that allow us to specifically identify you; it only provides aggregated information about our visitors. Most performance cookies are persistent.
- Functionality Cookies: These cookies are used to allow certain functionality. For instance, these cookies allow our website to make remember the choices you made and provide enhanced or more personalized features.
- Targeting Cookies: These cookies are used to deliver advertising more relevant to you and your interests, including by social media. They are also used to limit the number of times you see an advertisement as well as to help measure the effectiveness of a campaign. These cookies can remember that you visited a website and share this information with third parties for re-targeting purposes.
- The above-described cookies can be session cookies or persistent cookies:
- Session Cookies: These are cookies set temporarily on your device and deleted once you close your browser. They are not stored nor transmitted to third parties. We use this type of cookies to ensure you have a user-friendly experience.
- Persistent Cookies: These cookies remain active on your device for some time, which may vary from a few days to two years after your visit on our website.
- Pixel tags and other similar technologies.
- Pixel tags. Pixel tags (also known as web beacons and clear GIFs) may be used to, among other things, track the actions of users of the Services (including email recipients), measure the success of our marketing campaigns, and compile statistics about usage of the Services and response rates.
- Analytics. We use Google Analytics, which uses cookies and similar technologies to collect and analyze information about use of the Services and report on activities and trends. This service may also collect information regarding the use of other websites, apps and online resources. You can learn about Google’s practices by going to www.google.com/policies/privacy/partners/, and exercise the opt-out provided by Google by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
- Lodge a complaint with an EU/EEA data protection authority for the country or region where you have your habitual residence or place of work or where an alleged infringement of applicable data protection law occurs. For contact details of your local Data Protection Authority in the EEA, please see: https://ec.europa.eu/justice/data-protection/article-29/structure/data-protection-authorities/index_en.htm.
Categories of Personal Information | Disclosed to Which Categories of Third Parties for Operational Purposes |
---|---|
Identifiers, such as name, alias, contact information, unique personal identifiers, IP address that can reasonably be linked or associated with a particular consumer or household, online identifiers, and government-issued identifiers (e.g., driver’s license) | affiliates; service providers; business partners; marketing partners; contest sponsors; legal authorities |
Personal information as defined in the California customer records law, such as name, contact information, signature; financial account number; insurance policy number; medical, insurance, financial, education and employment information; physical characteristics or description | affiliates; service providers; business partners; marketing partners; contest sponsors; legal authorities |
Protected Class Information, such as characteristics of protected classifications under California or federal law, such as sex, age, gender, race, and marital status | affiliates; service providers |
Commercial Information, such as transaction information and purchase history, including purchases considered | affiliates; service providers; business partners; marketing partners; contest sponsors |
Internet or network activity information, such as browsing history, search history and interactions with our online properties or ads | affiliates; service providers; legal authorities |
Geolocation Data, such as device location and approximate location derived from IP address | affiliates; service providers; contest sponsors; legal authorities |
Audio/Video Data. Audio, electronic, visual, and similar information, such as call and video recordings | affiliates; service providers; legal authorities |
Education Information subject to the federal Family Educational Rights and Privacy Act such as student transcripts, grade point average, grades, and disciplinary records | affiliates; service providers |
Employment Information. Professional or employment-related information, such as work history and prior employer | affiliates; service providers |
Inferences drawn from any of the Personal Information listed above to create a profile or summary about, for example, an individual’s preferences and characteristics | affiliates; service providers |
- The categories of Personal Information we have collected about you, and the categories of sources from which we collected such Personal Information;
- Specific pieces of Personal Information we collected about you;
- The business or commercial purpose for collecting Personal Information about you; and
- The categories of Personal Information about you that we otherwise shared or disclosed, and the categories of third parties with whom we shared or to whom we disclosed such Personal Information (if applicable).
- Proof of your registration with the California Secretary of State to conduct business in California;
- Proof of a power of attorney from the resident pursuant to Probate Code sections 4121-4130.
- Verify the residents own identity directly with us; or
- Directly confirm with us that the resident provided you permission to make the request.
You have the right to be free from discriminatory treatment for exercising your rights under the CCPA.
Effective October 6th 2022 to October 11th 2022
DownloadTable of Contents
- Websites operated by us from which you are accessing this Policy, including www.ocrolus.com (the “Websites”);
- Software applications including app.ocrolus.com, and any application programming interface (“API”) made available by us for use on or through computers (the “Apps”);
- Our social media pages and apps for LinkedIn, Twitter, Facebook, and YouTube (collectively, our “Social Media Pages”);
- HTML-formatted email messages that we send to you that link to this Policy or other communications with you; and
- Offline business interactions you have with us.
- Name
- Email address
- Physical address
- Phone number
- Username and password
- IP address (we may also derive your approximate location from your IP address)
- Through the Services:
- We collect Personal Information through the Services, for example when you sign up for a newsletter, register an account to access the Services, contact customer service, or provide information with us in connection with contests and promotions.
- If you apply to a job through our Services, you may submit Personal Information such as your full name, contact information, work experience, links to your work-related social media accounts, resume, and any other documents or information that you choose to upload and submit.
- From Other Sources:
- We receive your Personal Information from other sources, for example:
- Publicly available databases.
- If you apply for a job, we may also receive personal information from your references.
- We receive your Personal Information from other sources, for example:
- Providing the functionality of the Services and fulfilling your requests:
- To provide the Services’ functionality to you, such as arranging access to your registered account, displaying the information to you, delivering related content, and providing you with related benefits, special promotions, or customer service.
- To provide you with information that you request from us.
- To provide you with notices about your account/subscription, including expiration and renewal notices.
- We may send you information related to your account or our Services. We may send emails to the email address you provide to us to verify your account and for informational and operational purposes, such as account management, customer service, system maintenance, and other Site-related purposes.
- To notify you about changes to our Service.
- Providing you with marketing materials and facilitating social sharing.
- We may use Personal Information for marketing purposes, such as providing online advertising on the Site and sending you information we think may be useful or relevant to you. We use various marketing and targeting platforms to maintain Personal Information for such marketing purposes, including email marketing, or to target advertising.
- Analyzing Personal Information for business reporting and providing personalized services.
- We may also track and analyze trends and usage information in connection with our Services, for example, to determine how many users have visited certain pages or opened messages or newsletters.
- Allowing you to participate in sweepstakes, contests or other promotions.
- To process and deliver contest and promotion entries and rewards.
- Some of these promotions may have additional rules containing information about how we will use and disclose your Personal Information. Please read those additional rules before choosing to participate.
- Aggregating and/or anonymizing Personal Information.
- We may aggregate and/or anonymize Personal Information so that it will no longer be considered Personal Information. We do so to generate other data for our use, which we may use and disclose for any reason, as it no longer identified you or any other individual.
- Accomplishing our business purposes.
- To help improve our Services in the future;
- For audits, to verify that our internal processes function as intended and to address legal, regulatory, or contractual requirements;
- To protect our rights or property;
- To compare information for accuracy;
- To verify your identity as noted above;
- To investigate and prevent fraud or other illegal activities; and
- For compliance and safety assurance measures.
- To our affiliates for the purposes described above.
- You can consult the list and location of our affiliates below:
- Ocrolus East Private Limited (our wholly-owned subsidiary) located in India.
- You can consult the list and location of our affiliates below:
- To third parties, to permit them to send you marketing communications on our behalf, consistent with your choices.
- To our third party service providers, to facilitate services they provided to us.
- These can include promotional vendors we use to administer contests and promotions, IT service providers and related infrastructure provisions, such as our data hosting provider, other contractors and third parties we use for data analysis, payment processing, fraud prevention, customer service, email delivery, auditing, and other services.
- To comply with applicable law and regulations.
- This may include laws outside your country of residence.
- To cooperate with public and government authorities.
- To respond to a government or regulatory request or to provide information we believe is necessary or appropriate.
- This may include laws outside your country of residence.
- To cooperate with law enforcement.
- For example, when we respond to law enforcement requests and orders or provide information we believe is important.
- For other legal reasons.
- To enforce our Master Service Agreement; and
- To protect the rights, property, or safety of Ocrolus, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
- In connection with a sale or business transaction.
- We have a legitimate interest in disclosing or transferring your Personal Information to a third party in the event of any reorganization, merger, divestiture, restructuring, reorganization, joint venture, assignment, dissolution or other sale or transfer of some or all of Ocrolus’ business, assets, or stock, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding.
- The length of time we have an ongoing relationship with you and provide the Services to you (for example, for as long as you have an account with us or keep using the Services);
- Whether there is a legal obligation to which we are subject (for example, certain laws require us to keep records of your transactions for a certain period of time before we can delete them); or
- Whether retention is advisable in light of our legal position (such as in regard to applicable statutes of limitations, litigation or regulatory investigations).
- Usage information about how you use the Site, including your access times, geographical location, and browser types.
- Device-specific information, including your hardware model, operating system and version, unique device identifiers, network information, and information about the device’s interaction with our Site.
- Information collected using cookies, pixel tags and other technologies.
- Information that has been aggregated in a manner such that it no longer reveals your specific identity.
- Your browser or device.
- Certain information is collected by most browsers or automatically through your device, such as your Media Access Control (MAC) address, computer type (Windows or Mac), screen resolution, operating system name and version, device manufacturer and model, language, Internet browser type and version and the name and version of the Services (such as the App) you are using. We use this information to ensure that the Services function properly.
- Your use of the App.
- When you download and use the App, we and our service providers may track and collect App usage data, such as the date and time the App on your device accesses our servers and what information and files have been downloaded to the App based on your device number.
- Cookies.
- Cookies are alphanumeric identifiers or small data text files that are sent from a server during a browsing session. Cookies are small pieces of information that are stored directly on your computer when you visit certain websites. Find out more about the use of cookies on http://www.cookiecentral.com/. You can typically use your browser settings to block and delete cookies when you access the Site through a web browser. Depending on the browser that you are using, different instructions and adjustments are applicable (usually located within the “settings,” “help,” “tools,” or “edit” facility). Many browsers are set to accept cookies until you change your settings. If you block or do not accept cookies, the Services may not work properly and you may not be able to access all functionalities on the Services. We do not currently respond to browser do-not-track signals. To find out more about “Do Not Track,” please visit https://allaboutdnt.com/.
- We use cookies for the following reasons:
- To improve your experience when navigating our website.
- To remember some of your preferences or save some of your credentials for your next visit.
- To perform analytics and understand the pages and advertisements that you like, how you ended up on our website, and from what type of devices.
- To do re-targeting and ensure that you are presented with relevant ads about our Services.
- If you subscribe to our mailing list, we can use cookies to know if you opened your email and if so, from what device. If you click on an offer that we sent you by email, you will be redirected to our website and we will know that you visited our website through this communication. This will help us understand which promotions work better than others for you and allow us to send you more personalized offers.
- When you browse our website, different types of cookies are set on your hard disk or your device’s storage space. Cookies can be installed by us or can be installed by third parties.
- First-party cookies are those that are issued by our website domain, and they can only be set or retrieved by us. They are used for purposes specific to us, such as to personalize the website.
- Third-party cookies are usually placed on the website via scripts or tags added to a web page. Sometimes, these scripts will also bring additional functionality to the site.
- We use different categories of cookies, which we classified using the standard from the International Chamber of Commerce:
- Strictly Necessary: These cookies are essential to enable you to navigate our website and use its features.
- Performance Cookies: These cookies collect information about how visitors use a website, such as the pages that visitors go most often, and whether they get an error messages from our web pages. These cookies do not collect information that allow us to specifically identify you; it only provides aggregated information about our visitors. Most performance cookies are persistent.
- Functionality Cookies: These cookies are used to allow certain functionality. For instance, these cookies allow our website to make remember the choices you made and provide enhanced or more personalized features.
- Targeting Cookies: These cookies are used to deliver advertising more relevant to you and your interests, including by social media. They are also used to limit the number of times you see an advertisement as well as to help measure the effectiveness of a campaign. These cookies can remember that you visited a website and share this information with third parties for re-targeting purposes.
- The above-described cookies can be session cookies or persistent cookies:
- Session Cookies: These are cookies set temporarily on your device and deleted once you close your browser. They are not stored nor transmitted to third parties. We use this type of cookies to ensure you have a user-friendly experience.
- Persistent Cookies: These cookies remain active on your device for some time, which may vary from a few days to two years after your visit on our website.
- Pixel tags and other similar technologies.
- Pixel tags. Pixel tags (also known as web beacons and clear GIFs) may be used to, among other things, track the actions of users of the Services (including email recipients), measure the success of our marketing campaigns, and compile statistics about usage of the Services and response rates.
- Analytics. We use Google Analytics, which uses cookies and similar technologies to collect and analyze information about use of the Services and report on activities and trends. This service may also collect information regarding the use of other websites, apps and online resources. You can learn about Google’s practices by going to www.google.com/policies/privacy/partners/, and exercise the opt-out provided by Google by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout.
- Lodge a complaint with an EU/EEA data protection authority for the country or region where you have your habitual residence or place of work or where an alleged infringement of applicable data protection law occurs. For contact details of your local Data Protection Authority in the EEA, please see: https://ec.europa.eu/justice/data-protection/article-29/structure/data-protection-authorities/index_en.htm.
Categories of Personal Information | Disclosed to Which Categories of Third Parties for Operational |
---|---|
Identifiers, such as name, alias, contact information, unique personal identifiers, IP address that can reasonably be linked or associated with a particular consumer or household, online identifiers, and government-issued identifiers (e.g., driver’s license) | affiliates; service providers; business partners; marketing partners; contest sponsors; legal authorities |
Personal information as defined in the California customer records law, such as name, contact information, signature; financial account number; insurance policy number; medical, insurance, financial, education and employment information; physical characteristics or description | affiliates; service providers; business partners; marketing partners; contest sponsors; legal authorities |
Protected Class Information, such as characteristics of protected classifications under California or federal law, such as sex, age, gender, race, and marital status | affiliates; service providers |
Commercial Information, such as transaction information and purchase history, including purchases considered | affiliates; service providers; business partners; marketing partners; contest sponsors |
Internet or network activity information, such as browsing history, search history and interactions with our online properties or ads | affiliates; service providers |
Geolocation Data, such as device location and approximate location derived from IP address | affiliates; service providers; contest sponsors |
Audio/Video Data. Audio, electronic, visual, and similar information, such as call and video recordings | affiliates; service providers |
Education Information subject to the federal Family Educational Rights and Privacy Act such as student transcripts, grade point average, grades, and disciplinary records | affiliates; service providers |
Employment Information. Professional or employment-related information, such as work history and prior employer | affiliates; service providers |
Inferences drawn from any of the Personal Information listed above to create a profile or summary about, for example, an individual’s preferences and characteristics | affiliates; service providers |
- The categories of Personal Information we have collected about you, and the categories of sources from which we collected such Personal Information;
- Specific pieces of Personal Information we collected about you;
- The business or commercial purpose for collecting Personal Information about you; and
- The categories of Personal Information about you that we otherwise shared or disclosed, and the categories of third parties with whom we shared or to whom we disclosed such Personal Information (if applicable).
- Proof of your registration with the California Secretary of State to conduct business in California;
- Proof of a power of attorney from the resident pursuant to Probate Code sections 4121-4130.
- Verify the residents own identity directly with us; or
- Directly confirm with us that the resident provided you permission to make the request.
You have the right to be free from discriminatory treatment for exercising your rights under the CCPA.
Effective June 1st 2021 to October 6th 2022
DownloadTable of Contents
2. INFORMATION WE COLLECT
3. HOW OCROLUS USES INFORMATION
4. INFORMATION SHARING AND ONWARD TRANSFER
5. INFORMATION SECURITY
6. DATA RETENTION
7. TRANSFER OF INFORMATION TO THE U.S. AND OTHER COUNTRIES
8. YOUR CHOICES AS A USER
9. COOKIE POLICY
10. THIRD-PARTY LINKS
11. CHILDREN’S PRIVACY
12. CHANGES TO THIS POLICY
13. CONTACT INFORMATION
14. ADDITIONAL INFORMATION FOR EUROPEAN ECONOMIC AREA AND CANADIAN USERS
15. CALIFORNIA PRIVACY NOTICE AND RIGHTS
16. NEVADA PRIVACY RIGHTS
- INFORMATION WE COLLECT
- Information about yourself, such as your name, company name (including type of organization), and contact information (email or physical address and phone number).
- Information like username and password, which you may need to provide when you register. You must register to use our Services.
- Records will not be disclosed, except as required and permitted by law or under a separate agreement between you and Ocrolus.
- Information you share with us in connection with contests and promotions.
- Your usage information about how you use the Site, including your access times, geographical location, and browser types.
- Device-specific information, including your hardware model, operating system and version, unique device identifiers, mobile network information, and information about the device’s interaction with our Site.
- HOW OCROLUS USES INFORMATION
- To provide you with information or Services that you request from us.
- To fulfill any other purpose for which you provide it.
- To provide you with notices about your account/subscription, including expiration and renewal notices.
- To carry out our obligations and enforce our rights arising from any contracts entered into between you and us, including for billing and collection.
- To comply with applicable laws, lawful requests, and legal process, such as to respond to subpoenas or requests from government authorities.
- To notify you about changes to our Site.
- In any other way we may describe when you provide the information.
- For any other purpose with your consent.
- For compliance, fraud prevention, and safety.
- INFORMATION SHARING AND ONWARD TRANSFER
- To our subsidiaries and affiliates in order to provide the Services.
- To our marketing partners in order to send you promotional communications on our behalf.
- To promotional vendors we use to administer contests and promotions.
- To IT service providers, such as our data hosting provider.
- To other contractors, service providers and other third parties we use to support our business and who are bound by contractual obligations to keep Personal Information confidential and use it only for the purposes for which we disclose it to them.
- To a buyer or other successor in the event of a proposed or completed merger, divestiture, restructuring, reorganization, dissolution or other sale or transfer of some or all of Ocrolus’ assets, whether as a going concern or as part of bankruptcy, liquidation or similar proceeding, in which Personal Information held by Ocrolus about our users is among the assets transferred.
- To comply with any court order, law or legal process, including to respond to any government or regulatory request.
- To enforce or apply our Terms of Use, and other agreements, including for billing and collection purposes.
- If we believe disclosure is necessary or appropriate to protect the rights, property, or safety of Ocrolus, our customers or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.
- To fulfill the purpose for which you provide it.
- With your consent or direction, or as otherwise permitted or required by law.
- INFORMATION SECURITY
- DATA RETENTION
- TRANSFER OF INFORMATION TO THE U.S. AND OTHER COUNTRIES
- YOUR CHOICES AS A USER
- COOKIE POLICY
- To improve your experience when navigating our website.
- To remember some of your preferences or save some of your credentials for your next visit.
- To perform analytics and understand the pages and advertisements that you like, how you ended up on our website, and from what type of devices.
- To do re-targeting and ensure that you are presented with relevant ads about our Services.
- If you subscribe to our mailing list, we can use cookies to know if you opened your email and if so, from what device. If you click on an offer that we sent you by email, you will be redirected to our website and we will know that you visited our website through this communication. This will help us understand which promotions work better than others for you and allow us to send you more personalized offers.
- First-party cookies are those that are issued by our website domain, and they can only be set or retrieved by us. They are used for purposes specific to us, such as to personalize the website.
- Third-party cookies are usually placed on the website via scripts or tags added to a web page. Sometimes, these scripts will also bring additional functionality to the site.
- Strictly Necessary: These cookies are essential to enable you to navigate our website and use its features.
- Performance Cookies: These cookies collect information about how visitors use a website, such as the pages that visitors go most often, and whether they get an error messages from our web pages. These cookies do not collect information that allow us to specifically identify you; it only provides aggregated information about our visitors. Most performance cookies are persistent.
- Functionality Cookies: These cookies are used to allow certain functionality. For instance, these cookies allow our website to make remember the choices you made and provide enhanced or more personalized features.
- Targeting Cookies: These cookies are used to deliver advertising more relevant to you and your interests, including by social media. They are also used to limit the number of times you see an advertisement as well as to help measure the effectiveness of a campaign. These cookies can remember that you visited a website and share this information with third parties for re-targeting purposes.
- Session Cookies: These are cookies set temporarily on your device and deleted once you close your browser. They are not stored nor transmitted to third parties. We use this type of cookies to ensure you have a user-friendly experience.
- Persistent Cookies: These cookies remain active on your device for some time, which may vary from a few days to two years after your visit on our website.
- THIRD-PARTY LINKS
- CHILDREN’S PRIVACY
- CHANGES TO THIS POLICY
- CONTACT INFORMATION
101 Greenwich St, Floor 23
- ADDITIONAL INFORMATION FOR EUROPEAN ECONOMIC AREA AND CANADIAN USERS
- We need to use your Personal Information to perform our responsibilities under our contract with you (e.g., providing the Services you have requested).
- We have a legitimate interest in processing your Personal Information. For example, we may process your Personal Information to send you marketing communications (unless you opt-out), to communicate with you about changes to our services, and to provide, secure, and improve our Services.
- You have given your consent to the processing of your Personal Information for one or more specific purposes.
- CALIFORNIA PRIVACY NOTICE AND RIGHTS
- Deletion of Personal Information we have about them and for us to direct the same of any third-party service providers processing their information on our behalf.
- Additional information about whether and how we have collected, used, disclosed, and sold Personal Information about them.
- Specific pieces of Personal Information we have about them.
- Opt-out of the sale of their Personal Information, if the Personal Information is being sold by the business, and not be contacted to request the resumption of those activities for at least 12-months.
- That any information held be returned by mail or electronically, and if electronically held, be returned in a format permitting its transfer to another service.
- NEVADA PRIVACY RIGHTS
Terms of Use
Effective December 15th 2022
DownloadTable of Contents
These Terms of Use (“Terms”) apply to you and to any employees or commercial users that you authorize to use our products or services (collectively, “you” or “your”). These Terms apply to your access to and use of the websites, mobile applications and other online products and services, including but not limited to integration through application programming interface or “API” (collectively, the “Services”) provided by Ocrolus Inc. (together with its subsidiaries, affiliates, successors and assigns, “Ocrolus”, “us” or “we”) and are an agreement between you and Ocrolus.
By using the Services, you accept and agree to be bound by these Terms (whether on behalf of yourself or a legal entity you represent). These Terms are in addition to, and do not nullify, any other agreement between you and us. If you or your organization are bound by a Master Service Agreement with Ocrolus ("MSA"), then these Terms will apply, if at all, only to use of the Service to the extent such use is not already governed by an MSA. These Terms provide that all disputes between you and Ocrolus with respect to your use of the Services will be resolved by binding arbitration unless a separate agreement between you and Ocrolus governs your relationship. If you do not agree to these Terms, do not use the Services.
Services: The purpose of the Services is to provide a tool for aggregating, parsing, and displaying data, including personal or financial data users collect from third parties in an efficient and easily reviewable format.
Accounts and Information You Provide Us: To access most features of the Services, you may be required to provide us with some information such as credentials (e.g. usernames, passwords, PIN numbers) used to log into online portals at third party financial institutions or records from those financial institutions which you provide. You agree that the information you provide to us is accurate. You understand and agree that we may use this information to verify eligibility to use the Services and to retrieve information from third party financial institutions (such as account number, account holder information, account transactions, account statements, account position and balance information). When you register for the Services, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You agree to promptly notify us if you discover or suspect unauthorized account access. If you permit others to use your account, you are responsible for activities of such users.
Privacy and Ending Data Collection: For information about how Ocrolus collects, uses or otherwise processes your information, and to request that Ocrolus delete any financial account data, please see our Privacy Policy.
We reserve the right to change and update the Terms at any time without notice. Any changes to the Terms will be effective immediately upon updating the date at the top of these Terms. Your continued use of our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services. We may supply additional terms in relation to some of our Services as part of a MSA or other agreement, and those additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
1. OWNERSHIP; LIMITED LICENSE
The Services are owned and operated by Ocrolus. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services (“Materials”) provided by Ocrolus are protected by intellectual property and other laws. All Materials included in the Services are the property of Ocrolus. Except as expressly authorized by Ocrolus, you may not make use of the Materials. Subject to your compliance with these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your own commercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission or separate agreement between you and Ocrolus, is strictly prohibited, will terminate the license granted herein and violate the intellectual property rights of Ocrolus. We reserve all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to Ocrolus’ intellectual property. We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time.
Ocrolus’s trademarks and our logos, our product and service names, our slogans and the look and feel of the Services are trademarks of Ocrolus and may not be copied, imitated or used, in whole or in part, without our prior written consent. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. Nothing contained in the Services should be construed as granting any license, interest or right of any kind to use any trade names, trademarks, service marks, or logos appearing in the Services without the express prior written consent of the owner.
Ocrolus reserves the right to, and may, terminate or temporarily suspend your access to all or any part of the Services, without notice, for conduct that Ocrolus believes violates these Terms or any of our policies, procedures, rules, regulations or guidelines, or for any other reason in our sole discretion. Ocrolus will have no liability to you for any termination or suspension, nor will such action limit any other rights or remedies Ocrolus may have. Except for your right to use the Services, these Terms will survive any termination.
2. ELIGIBILITY
You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are an individual who is at least 18 years old; (b) you have not previously been suspended or removed from the Services; (c) your registration and your use of the Service is in compliance with all applicable laws and regulations; and (d) you have read and understand our Privacy Policy. If you are under 18 years of age (or the age of legal majority where you live), you may not use the Services. If you use our Services on behalf of another person or entity, all references to “you” throughout these Terms will include that person or entity. You represent that you are authorized to accept these Terms on that person’s or entity’s behalf; and in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
3. DATA SUBMISSION FROM THIRD PARTY INSTITUTIONS AND RESPONSIBILITY FOR AUTHORIZATION
The purpose of the Services is to review financial account data (including, but not limited to, account numbers and account holder information, account transactions, account statements, account position and balance information) (together, “Records”) from a variety of users, groups, advisors, clients, and other parties, retrieved from third party financial institutions, such as brokerages and banks, and parsed and summarized in a way that is searchable, verifiable and provides benefits to users.
You agree that the use of our Services, is subject to the following terms and conditions:
• Accuracy of Records. You agree to provide true, accurate, current and complete information in the Records, and you agree to not misrepresent the account information provided in the Records in any way.
• Right to Share Records. You represent and warrant that you are entitled to submit Records to Ocrolus for the uses described herein, and are responsible for obtaining all rights, permissions, and authorizations, if any, to provide Records to Ocrolus.
• Record Ownership and User Content. As between you and Ocrolus, and except for the licenses you grant Ocrolus below, you retain all rights in and to User Content, but are responsible for obtaining any necessary authorizations or licenses sublicense Records from your customers or other Record owners, as stated above and to provide Ocrolus with Records for purposes of the Services. Certain features of the Services may permit you or other users to upload content to the Services, including communications data and other messages, images, text, and other types of information (“User Content”). You retain any copyrights, moral rights, and any other proprietary rights that you may hold in the User Content. With respect to User Content, you grant Ocrolus a perpetual, nonexclusive, nonrecovable, royalty-free, worldwide, fully paid, transferable and sublicensable license to use, reproduce, modify, adapt and translate your User Content. When you submit User Content on or through our Services, you understand that User Content and any associated information (such as your username) may be visible to others. Any User Content you submit to us is provided at your own risk of loss. You are solely responsible for all User Content you provide to Ocrolus or others via the Services. You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice. With respect to Records, you must have the authority to grant and will grant Ocrolus a non-exclusive, world-wide, royalty-free, non-transferable license to use the Records and any other related materials input or otherwise provided to Ocrolus pursuant to these Terms or a separate agreement between you and Ocrolus. Except for the license granted in this Section, nothing contained in these Terms grants Ocrolus any right, title or interest in the Records. Except as expressly authorized by these Terms or a separate agreement, you will not, and will not allow others to (i) permit any third party not under your control to access or use the Services, (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Services, or (iii) use the Service to violate any applicable laws.
• No Financial Advice; No Verification. You acknowledge and agree that Ocrolus is not a fiduciary, financial institution, financial or investment adviser; or a provider of investment, tax or legal advice; and does not endorse any company, property, product, service, security, or instrument. You also acknowledge and agree that Ocrolus is not a consumer reporting agency and does not provide reports on Records to third parties.
4. PROHIBITED CONDUCT AND CONTENT
You will not violate any applicable law, contract, intellectual property right or other third party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
• use or access the Services (i) from a jurisdiction where such use or access is not authorized, (ii) for any illegal purpose, or (iii) in violation of any local, state, national, or international law;
• conduct activities that may be harmful to others or that could damage Ocrolus’ reputation;
• violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right, or violating any third party privacy right;
• post, upload, or distribute marketing or advertising links or content, or any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
• use scrapers, robots, or other data gathering devices not provided by Ocrolus on or through the Services;
• interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering, decompiling, or otherwise attempting to discover the source code of any portion of the Services, including the app(s), except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
• interfere with the operation of the Services or any user’s enjoyment of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Services; (iii) attempting to collect personal information, communications data, or other information about another user or third party without their consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services, or violating any regulation, policy, or procedure of any such network, equipment, or server;
• perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or accreditation, accessing any other account without permission, or falsifying your account registration information;
• modify, translate, or create derivative works, adaptations or compilations of, or based on, the Services or part thereof, or use, copy or reproduce the Services or any part thereof other than as expressly permitted in these Terms;
• assign, sublicense, lease, sell, grant a security interest in, or otherwise transfer the access granted under these Terms or any right or ability to view, access, or use any Records; or
• attempt to do any of the acts described in this Section, or assist or permit any person in engaging in any of the acts described in this Section.
You may also post or otherwise share only User Content that is non-confidential and that you have all necessary rights to disclose. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
• you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Ocrolus and users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by the Service, Ocrolus, and these Terms; and
• your User Content, and the use of the Services as contemplated by these Terms, does not and will not: (x) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (y) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (z) cause Ocrolus to violate any law or regulation, including laws related to the privacy of personal or health information.
The enforcement of this Section is solely at Ocrolus’ discretion, and the failure to enforce this Section in some instances does not constitute a waiver of our right to enforce it in other instances.
5. FEEDBACK
If you choose to provide input or suggestions regarding your experience with the Services (“Feedback”), then you hereby grant Ocrolus an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
6. THIRD PARTY CONTENT
We may provide information about third party products, services, activities or events, or we may allow other third parties to make their content and information available on or through the Services (collectively, “Third Party Content”). We provide Third Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third Party Content are solely between you and the third party.
7. DISCLAIMER OF WARRANTIES
THE SERVICES AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL OCROLUS ENTITIES (DEFINED BELOW) DISCLAIM, AND YOU HEREBY EXPRESSLY WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICE AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (C) ANY WARRANTY AS TO WHETHER ANY RECORDS, COMMUNICATIONS DATA OR OTHER INFORMATION AVAILABLE THROUGH OR TRANSMITTED BY THE SERVICES IS TRUE, COMPLETE OR ACCURATE. OCROLUS DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OCROLUS OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OCROLUS ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY HARM OR DAMAGE THAT MAY RESULT TO YOU FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALING WITH ANY OTHER SERVICES USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, IN PARTICULAR A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
8. REPEAT INFRINGER POLICY; COPYRIGHT COMPLAINTS
We comply with the provisions of the Digital Millennium Copyright Act (the “DMCA”) applicable to our operations (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact us at the information provided below. Please note that under applicable law, if you knowingly give false, misleading or inaccurate information that User Content is infringing, you may be subject to civil or criminal penalty. Any notice under the Digital Millennium Copyright Act (the “DMCA”) alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include all of the information required by the DMCA for such notices. Ocrolus will take steps to promptly terminate without notice the accounts of users that are determined by Ocrolus to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the Services at least three times.
9. FAIR CREDIT REPORTING ACT (“FCRA”)
As stated, Ocrolus does not provide reports on Records to third parties and is not a consumer reporting agency. However, to the extent that your information is being used by an Ocrolus client for the purpose of providing a “Consumer Report” (as defined by the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. §1681 et seq.), you consent for Ocrolus and its suppliers to obtain and provide such data on your behalf for such purposes, or you represent that have obtain such consent as necessary. In such event, Ocrolus is transmitting such data solely in a mechanical manner without altering the substance of the data. Ocrolus is not the provider of the Consumer Report, but is acting solely as a service provider and conduit in connection with the data, and not as a consumer reporting agency.
10. INDEMNIFICATION
To the fullest extent permitted under applicable law, you are responsible for your use of the Services, and you will defend and indemnify Ocrolus and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Ocrolus Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Services; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party; and (e) fraud, intentional misconduct, criminal acts, gross negligence, or negligence committed by you. To the fullest extent permitted under applicable law, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Ocrolus or the other Ocrolus Entities.
11. LIMITATION OF LIABILITY
IN NO EVENT WILL THE OCROLUS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, GOODWILL, REPUTATION, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS, PRODUCTS, OR CONTENT AVAILABLE ON OR THROUGH THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OCROLUS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
THE AGGREGATE LIABILITY OF THE OCROLUS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, PRODUCTS SOLD THROUGH THE SERVICE, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHERMORE, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. RELEASE
To the fullest extent permitted by applicable law, you release Ocrolus and the other Ocrolus Parties from all Claims of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
13. TRANSFER AND PROCESSING DATA
In order for us to provide our Services and in accordance with our Privacy Policy, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
14. DISPUTE RESOLUTION; BINDING ARBITRATION
Please read this Section carefully because it requires you to arbitrate certain disputes and claims with Ocrolus and limits the manner in which you can seek relief from us unless a separate agreement between you and Ocrolus controls resolution of any dispute with respect to that agreement. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section by sending written notice to us at the address listed below. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.
In the interest of resolving disputes between you and Ocrolus in the most expedient and cost effective manner, you and Ocrolus agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, to the fullest extent permitted under applicable law and unless a separate agreement between you and Ocrolus applies. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND OCROLUS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
Despite the provisions of this Section, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
To the fullest extent permitted under applicable law, any arbitration between you and Ocrolus will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Ocrolus.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Ocrolus may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Ocrolus must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
If you commence arbitration in accordance with these Terms, Ocrolus will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York City, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Ocrolus for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND OCROLUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ocrolus agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
If Ocrolus makes any future change to this arbitration provision, other than a change to Ocrolus’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Ocrolus’s address for Notice, in which case your account with Ocrolus will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If this Section is found to be unenforceable then the entirety of this Section (except this sentence) will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 15 will govern any action arising out of or related to these Terms.
15. GOVERNING LAW AND VENUE
These Terms and your use of the Services are governed by the laws of the State of New York without regard to conflict of laws principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Ocrolus agree to submit to the exclusive jurisdiction of the state courts and federal courts located within New York, New York for the purpose of litigating any dispute, and you hereby consent to the personal jurisdiction and venue thereof. We operate the Service from our offices in the United States, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
16. SERVICE PROVIDERS
You agree that our Service Providers may rely upon any provisions in these Terms relating to intellectual property, disclaimer of warranties, limitation of liability, and indemnification, and that our Service Providers are, for purposes of such provisions, third party beneficiaries of these Terms, with the power to enforce such provisions as applicable.
17. ELECTRONIC NOTICES AND DISCLOSURES
You acknowledge and agree that Ocrolus may provide notices and other disclosures to you electronically (with the same effect as a paper copy) by posting such notices or other disclosures on our website or by emailing you at the email address provided to Ocrolus by you. Such notices or other disclosures shall be considered received by you after being posted on our website or twenty-four (24) hours after being emailed to you.
18. MISCELLANEOUS
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. The failure of Ocrolus to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. You agree that communications and transactions between us may be conducted electronically.
Contact Us:
Ocrolus Inc.
101 Greenwich St, 23rd Floor
New York, NY 10006
Tel: (646) 850-9090
Email: info@ocrolus.com
Effective November 29th 2022 to December 15th 2022
DownloadTable of Contents
These Terms of Use (“Terms”) apply to you and to any employees or commercial users that you authorize to use our products or services (collectively, “you” or “your”). These Terms apply to your access to and use of the websites, mobile applications and other online products and services, including but not limited to integration through application programming interface or “API” (collectively, the “Services”) provided by Ocrolus Inc. (together with its subsidiaries, affiliates, successors and assigns, “Ocrolus”, “us” or “we”) and are an agreement between you and Ocrolus.
By using the Services, you accept and agree to be bound by these Terms (whether on behalf of yourself or a legal entity you represent). These Terms are in addition to, and do not nullify, any other agreement between you and us. If you or your organization are bound by a Master Service Agreement with Ocrolus ("MSA"), then these Terms will apply, if at all, only to use of the Service to the extent such use is not already governed by an MSA. These Terms provide that all disputes between you and Ocrolus with respect to your use of the Services will be resolved by binding arbitration unless a separate agreement between you and Ocrolus governs your relationship. If you do not agree to these Terms, do not use the Services.
Services: The purpose of the Services is to provide a tool for aggregating, parsing, and displaying data, including personal or financial data users collect from third parties in an efficient and easily reviewable format.
Accounts and Information You Provide Us: To access most features of the Services, you may be required to provide us with some information such as credentials (e.g. usernames, passwords, PIN numbers) used to log into online portals at third party financial institutions or records from those financial institutions which you provide. You agree that the information you provide to us is accurate. You understand and agree that we may use this information to verify eligibility to use the Services and to retrieve information from third party financial institutions (such as account number, account holder information, account transactions, account statements, account position and balance information). When you register for the Services, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You agree to promptly notify us if you discover or suspect unauthorized account access. If you permit others to use your account, you are responsible for activities of such users.
Privacy and Ending Data Collection: For information about how Ocrolus collects, uses or otherwise processes your information, and to request that Ocrolus delete any financial account data, please see our Privacy Policy.
We reserve the right to change and update the Terms at any time without notice. Any changes to the Terms will be effective immediately upon updating the date at the top of these Terms. Your continued use of our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services. We may supply additional terms in relation to some of our Services as part of a MSA or other agreement, and those additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
1. OWNERSHIP; LIMITED LICENSE
The Services are owned and operated by Ocrolus. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services (“Materials”) provided by Ocrolus are protected by intellectual property and other laws. All Materials included in the Services are the property of Ocrolus. Except as expressly authorized by Ocrolus, you may not make use of the Materials. Subject to your compliance with these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services solely for your own commercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission or separate agreement between you and Ocrolus, is strictly prohibited, will terminate the license granted herein and violate the intellectual property rights of Ocrolus. We reserve all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to Ocrolus’ intellectual property. We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time.
Ocrolus’s trademarks and our logos, our product and service names, our slogans and the look and feel of the Services are trademarks of Ocrolus and may not be copied, imitated or used, in whole or in part, without our prior written consent. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. Nothing contained in the Services should be construed as granting any license, interest or right of any kind to use any trade names, trademarks, service marks, or logos appearing in the Services without the express prior written consent of the owner.
Ocrolus reserves the right to, and may, terminate or temporarily suspend your access to all or any part of the Services, without notice, for conduct that Ocrolus believes violates these Terms or any of our policies, procedures, rules, regulations or guidelines, or for any other reason in our sole discretion.
2. ELIGIBILITY
You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are an individual who is at least 18 years old; (b) you have not previously been suspended or removed from the Services; (c) your registration and your use of the Service is in compliance with all applicable laws and regulations; and (d) you have read and understand our Privacy Policy. If you are under 18 years of age (or the age of legal majority where you live), you may not use the Services. If you use our Services on behalf of another person or entity, all references to “you” throughout these Terms will include that person or entity. You represent that you are authorized to accept these Terms on that person’s or entity’s behalf; and in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
3. DATA SUBMISSION FROM THIRD PARTY INSTITUTIONS AND RESPONSIBILITY FOR AUTHORIZATION
The purpose of the Services is to review financial account data (including, but not limited to, account numbers and account holder information, account transactions, account statements, account position and balance information) (together, “Records”) from a variety of users, groups, advisors, clients, and other parties, retrieved from third party financial institutions, such as brokerages and banks, and parsed and summarized in a way that is searchable, verifiable and provides benefits to users.
You agree that the use of our Services, is subject to the following terms and conditions:
• Accuracy of Records. You agree to provide true, accurate, current and complete information in the Records, and you agree to not misrepresent the account information provided in the Records in any way.
• Right to Share Records. You represent and warrant that you are entitled to submit Records to Ocrolus for the uses described herein, and are responsible for obtaining all rights, permissions, and authorizations, if any, to provide Records to Ocrolus.
• Record Ownership and User Content. As between you and Ocrolus, and except for the licenses you grant Ocrolus below, you retain all rights in and to User Content, but are responsible for obtaining any necessary authorizations or licenses sublicense Records from your customers or other Record owners, as stated above and to provide Ocrolus with Records for purposes of the Services. Certain features of the Services may permit you or other users to upload content to the Services, including communications data and other messages, images, text, and other types of information (“User Content”). You retain any copyrights, moral rights, and any other proprietary rights that you may hold in the User Content. With respect to User Content, you grant Ocrolus a perpetual, nonexclusive, royalty-free, worldwide, fully paid, transferable and sublicensable license to use, reproduce, modify, adapt and translate your User Content. When you submit User Content on or through our Services, you understand that User Content and any associated information (such as your username) may be visible to others. Any User Content you submit to us is provided at your own risk of loss. You are solely responsible for all User Content you provide to Ocrolus or others via the Services. You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice. With respect to Records, you must have the authority to grant and will grant Ocrolus a non-exclusive, world-wide, royalty-free, non-transferable license to use the Records and any other related materials input or otherwise provided to Ocrolus pursuant to these Terms or a separate agreement between you and Ocrolus. Except for the license granted in this section, nothing contained in these Terms grants Ocrolus any right, title or interest in the Records. Except as expressly authorized by these Terms or a separate agreement, you will not, and will not allow others to (i) permit any third party not under your control to access or use the Services, (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Services, or (iii) use the Service to violate any applicable laws.
• No Financial Advice; No Verification. You acknowledge and agree that Ocrolus is not a fiduciary, financial institution, financial or investment adviser; or a provider of investment, tax or legal advice; and does not endorse any company, property, product, service, security, or instrument. You also acknowledge and agree that Ocrolus is not a consumer reporting agency and does not provide reports on Records to third parties.
4. PROHIBITED CONDUCT AND CONTENT
You will not violate any applicable law, contract, intellectual property right or other third party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
• use or access the Services (i) from a jurisdiction where such use or access is not authorized, (ii) for any illegal purpose, or (iii) in violation of any local, state, national, or international law;
• conduct activities that may be harmful to others or that could damage Ocrolus’ reputation;
• violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right, or violating any third party privacy right;
• post, upload, or distribute marketing or advertising links or content, or any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
• use scrapers, robots, or other data gathering devices not provided by Ocrolus on or through the Services;
• interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering, decompiling, or otherwise attempting to discover the source code of any portion of the Services, including the app(s), except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
• interfere with the operation of the Services or any user’s enjoyment of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Services; (iii) attempting to collect personal information, communications data, or other information about another user or third party without their consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services, or violating any regulation, policy, or procedure of any such network, equipment, or server;
• perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or accreditation, accessing any other account without permission, or falsifying your account registration information;
• modify, translate, or create derivative works, adaptations or compilations of, or based on, the Services or part thereof, or use, copy or reproduce the Services or any part thereof other than as expressly permitted in these Terms;
• assign, sublicense, lease, sell, grant a security interest in, or otherwise transfer the access granted under these Terms or any right or ability to view, access, or use any Records; or
• attempt to do any of the acts described in this Section 4, or assist or permit any person in engaging in any of the acts described in this Section 4.
You may also post or otherwise share only User Content that is non-confidential and that you have all necessary rights to disclose. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
• you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Ocrolus and users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by the Service, Ocrolus, and these Terms; and
• your User Content, and the use of the Services as contemplated by these Terms, does not and will not: (x) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (y) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (z) cause Ocrolus to violate any law or regulation, including laws related to the privacy of personal or health information.
The enforcement of this Section 4 is solely at Ocrolus’ discretion, and the failure to enforce this Section 4 in some instances does not constitute a waiver of our right to enforce it in other instances.
5. FEEDBACK
If you choose to provide input or suggestions regarding your experience with the Services (“Feedback”), then you hereby grant Ocrolus an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
6. THIRD PARTY CONTENT
We may provide information about third party products, services, activities or events, or we may allow other third parties to make their content and information available on or through the Services (collectively, “Third Party Content”). We provide Third Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third Party Content are solely between you and the third party.
7. DISCLAIMER OF WARRANTIES
THE SERVICES AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL OCROLUS ENTITIES (DEFINED BELOW) DISCLAIM, AND YOU HEREBY EXPRESSLY WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICE AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (C) ANY WARRANTY AS TO WHETHER ANY RECORDS, COMMUNICATIONS DATA OR OTHER INFORMATION AVAILABLE THROUGH OR TRANSMITTED BY THE SERVICES IS TRUE, COMPLETE OR ACCURATE. OCROLUS DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OCROLUS OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OCROLUS ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY HARM OR DAMAGE THAT MAY RESULT TO YOU FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALING WITH ANY OTHER SERVICES USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, IN PARTICULAR A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
8. REPEAT INFRINGER POLICY; COPYRIGHT COMPLAINTS
We comply with the provisions of the Digital Millennium Copyright Act (the “DMCA”) applicable to our operations (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact us at the information provided below. Please note that under applicable law, if you knowingly give false, misleading or inaccurate information that User Content is infringing, you may be subject to civil or criminal penalty. Any notice under the Digital Millennium Copyright Act (the “DMCA”) alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include all of the information required by the DMCA for such notices. Ocrolus will take steps to promptly terminate without notice the accounts of users that are determined by Ocrolus to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the Services at least three times.
9. FAIR CREDIT REPORTING ACT (“FCRA”)
As stated, Ocrolus does not provide reports on Records to third parties and is not a consumer reporting agency. However, to the extent that your information is being used by an Ocrolus client for the purpose of providing a “Consumer Report” (as defined by the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. §1681 et seq.), you consent for Ocrolus and its suppliers to obtain and provide such data on your behalf for such purposes, or you represent that have obtain such consent as necessary. In such event, Ocrolus is transmitting such data solely in a mechanical manner without altering the substance of the data. Ocrolus is not the provider of the Consumer Report, but is acting solely as a service provider and conduit in connection with the data, and not as a consumer reporting agency.
10. INDEMNIFICATION
To the fullest extent permitted under applicable law, you are responsible for your use of the Services, and you will defend and indemnify Ocrolus and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Ocrolus Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Services; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party; and (e) fraud, intentional misconduct, criminal acts, gross negligence, or negligence committed by you. To the fullest extent permitted under applicable law, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Ocrolus or the other Ocrolus Entities.
11. LIMITATION OF LIABILITY
IN NO EVENT WILL THE OCROLUS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, GOODWILL, REPUTATION, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS, PRODUCTS, OR CONTENT AVAILABLE ON OR THROUGH THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OCROLUS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
THE AGGREGATE LIABILITY OF THE OCROLUS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, PRODUCTS SOLD THROUGH THE SERVICE, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHERMORE, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. RELEASE
To the fullest extent permitted by applicable law, you release Ocrolus and the other Ocrolus Parties from all Claims of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
13. TRANSFER AND PROCESSING DATA
In order for us to provide our Services and in accordance with our Privacy Policy, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
14. DISPUTE RESOLUTION; BINDING ARBITRATION
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Ocrolus and limits the manner in which you can seek relief from us unless a separate agreement between you and Ocrolus controls resolution of any dispute with respect to that agreement. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 13 by sending written notice to us at the address listed below. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.
In the interest of resolving disputes between you and Ocrolus in the most expedient and cost effective manner, you and Ocrolus agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, to the fullest extent permitted under applicable law and unless a separate agreement between you and Ocrolus applies. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND OCROLUS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
Despite the provisions of Section 13, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
To the fullest extent permitted under applicable law, any arbitration between you and Ocrolus will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Ocrolus.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Ocrolus may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Ocrolus must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
If you commence arbitration in accordance with these Terms, Ocrolus will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York City, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Ocrolus for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND OCROLUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ocrolus agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
If Ocrolus makes any future change to this arbitration provision, other than a change to Ocrolus’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Ocrolus’s address for Notice, in which case your account with Ocrolus will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If Section 13 is found to be unenforceable then the entirety of this Section 13 (except this sentence) will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 14 will govern any action arising out of or related to these Terms.
15. GOVERNING LAW AND VENUE
These Terms and your use of the Services are governed by the laws of the State of New York without regard to conflict of laws principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Ocrolus agree to submit to the exclusive jurisdiction of the state courts and federal courts located within New York, New York for the purpose of litigating any dispute, and you hereby consent to the personal jurisdiction and venue thereof. We operate the Service from our offices in the United States, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
16. SERVICE PROVIDERS
You agree that our Service Providers may rely upon any provisions in these Terms relating to intellectual property, disclaimer of warranties, limitation of liability, and indemnification, and that our Service Providers are, for purposes of such provisions, third party beneficiaries of these Terms, with the power to enforce such provisions as applicable.
17. ELECTRONIC NOTICES AND DISCLOSURES
You acknowledge and agree that Ocrolus may provide notices and other disclosures to you electronically (with the same effect as a paper copy) by posting such notices or other disclosures on our website or by emailing you at the email address provided to Ocrolus by you. Such notices or other disclosures shall be considered received by you after being posted on our website or twenty-four (24) hours after being emailed to you.
18. MISCELLANEOUS
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. The failure of Ocrolus to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. You agree that communications and transactions between us may be conducted electronically.
Contact Us:
Ocrolus Inc.
101 Greenwich St, 23rd Floor
New York, NY 10006
Tel: (646) 850-9090
Email: info@ocrolus.com
Effective November 18th 2022 to November 29th 2022
DownloadTable of Contents
These Terms of Use (“Terms”) apply to you and to any employees or commercial users that you authorize to use our products or services (collectively, “you” or “your”). These Terms apply to your access to and use of the websites, mobile applications and other online products and services, including but not limited to integration through application programming interface or “API” (collectively, the “Services”) provided by Ocrolus Inc. (together with its subsidiaries, affiliates, successors and assigns, “Ocrolus”, “us” or “we”) and are an agreement between you and Ocrolus.
These Terms provide that all disputes between you and Ocrolus with respect to your use of the Services will be resolved by binding arbitration unless a separate agreement between you and Ocrolus governs your relationship. If you do not agree to these Terms, do not use the Services.
Services: The purpose of the Services is to provide a tool for aggregating, parsing, and displaying data, including personal or financial data users collect from third parties in an efficient and easily reviewable format.
Accounts and Information You Provide Us: To access most features of the Services, you may be required to provide us with some information such as credentials (e.g. usernames, passwords, PIN numbers) used to log into online portals at third party financial institutions or records from those financial institutions which you provide. You agree that the information you provide to us is accurate. You understand and agree that we may use this information to verify eligibility to use the Services and to retrieve information from third party financial institutions (such as account number, account holder information, account transactions, account statements, account position and balance information). When you register for the Services, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You agree to promptly notify us if you discover or suspect unauthorized account access. If you permit others to use your account, you are responsible for activities of such users.
Privacy and Ending Data Collection: For information about how Ocrolus collects, uses or otherwise processes your information, and to request that Ocrolus delete any financial account data, please see our Privacy Policy.
We reserve the right to change and update the Terms at any time without notice. Any changes to the Terms will be effective immediately upon updating the date at the top of these Terms. Your continued use of our Services will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services. We may supply additional terms in relation to some of our Services as part of a Master Service Agreement or other agreement, and those additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
1. OWNERSHIP; LIMITED LICENSE
The Services are owned and operated by Ocrolus. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services (“Materials”) provided by Ocrolus are protected by intellectual property and other laws. All Materials included in the Services are the property of Ocrolus. Except as expressly authorized by Ocrolus, you may not make use of the Materials. Subject to your compliance with these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your own commercial use. Any use of the Services other than as specifically authorized herein, without our prior written permission or separate agreement between you and Ocrolus, is strictly prohibited, will terminate the license granted herein and violate the intellectual property rights of Ocrolus. We reserve all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to Ocrolus’ intellectual property. We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time.
Ocrolus’s trademarks and our logos, our product and service names, our slogans and the look and feel of the Services are trademarks of Ocrolus and may not be copied, imitated or used, in whole or in part, without our prior written consent. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us. Nothing contained in the Services should be construed as granting any license, interest or right of any kind to use any trade names, trademarks, service marks, or logos appearing in the Services without the express prior written consent of the owner.
Ocrolus reserves the right to, and may, terminate or temporarily suspend your access to all or any part of the Services, without notice, for conduct that Ocrolus believes violates these Terms or any of our policies, procedures, rules, regulations or guidelines, or for any other reason in our sole discretion.
2. ELIGIBILITY
You must be at least 18 years old to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are an individual who is at least 18 years old; (b) you have not previously been suspended or removed from the Services; (c) your registration and your use of the Service is in compliance with all applicable laws and regulations; and (d) you have read and agree to our Privacy Policy. If you are under 18 years of age (or the age of legal majority where you live), you may not use the Services. If you use our Services on behalf of another person or entity, all references to “you” throughout these Terms will include that person or entity. You represent that you are authorized to accept these Terms on that person’s or entity’s behalf; and in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
3. DATA SUBMISSION FROM THIRD PARTY INSTITUTIONS AND RESPONSIBILITY FOR AUTHORIZATION
The purpose of the Services is to review financial account data (including, but not limited to, account numbers and account holder information, account transactions, account statements, account position and balance information) (together, “Records”) from a variety of users, groups, advisors, clients, and other parties, retrieved from third party financial institutions, such as brokerages and banks, and parsed and summarized in a way that is searchable, verifiable and provides benefits to users.
You agree that the use of our Services, is subject to the following terms and conditions:
• Accuracy of Records. You agree to provide true, accurate, current and complete information in the Records, and you agree to not misrepresent the account information provided in the Records in any way.
• Right to Share Records. You represent and warrant that you are entitled to submit Records to Ocrolus for the uses described herein, and are responsible for obtaining all rights, permissions, and authorizations, if any, to provide Records to Ocrolus.
• Record Ownership and User Content. As between you and Ocrolus, and except for the licenses you grant Ocrolus below, you retain all rights in and to User Content, but are responsible for obtaining any necessary authorizations or licenses sublicense Records from your customers or other Record owners, as stated above and to provide Ocrolus with Records for purposes of the Services. Certain features of the Services may permit you or other users to upload content to the Services, including communications data and other messages, images, text, and other types of information (“User Content”). You retain any copyrights, moral rights, and any other proprietary rights that you may hold in the User Content. With respect to User Content, you grant Ocrolus a perpetual, nonexclusive, royalty-free, worldwide, fully paid, transferable and sublicensable license to use, reproduce, modify, adapt and translate your User Content. When you submit User Content on or through our Services, you understand that User Content and any associated information (such as your username) may be visible to others. Any User Content you submit to us is provided at your own risk of loss. You are solely responsible for all User Content you provide to Ocrolus or others via the Services. You may not create, post, store or share any User Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. Although we have no obligation to screen, edit or monitor User Content, we may delete or remove User Content at any time and for any reason with or without notice. With respect to Records, you must have the authority to grant and will grant Ocrolus a non-exclusive, world-wide, royalty-free, non-transferable license to use the Records and any other related materials input or otherwise provided to Ocrolus pursuant to these Terms or a separate agreement between you and Ocrolus. Except for the license granted in this section, nothing contained in these Terms grants Ocrolus any right, title or interest in the Records. Except as expressly authorized by these Terms or a separate agreement, you will not, and will not allow others to (i) permit any third party not under your control to access or use the Services, (ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the trade secrets embodied in the Services, or (iii) use the Service to violate any applicable laws.
• No Financial Advice; No Verification. You acknowledge and agree that Ocrolus is not a fiduciary, financial institution, financial or investment adviser; or a provider of investment, tax or legal advice; and does not endorse any company, property, product, service, security, or instrument. You also acknowledge and agree that Ocrolus is not a consumer reporting agency and does not provide reports on Records to third parties.
4. PROHIBITED CONDUCT AND CONTENT
You will not violate any applicable law, contract, intellectual property right or other third party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
• use or access the Services (i) from a jurisdiction where such use or access is not authorized, (ii) for any illegal purpose, or (iii) in violation of any local, state, national, or international law;
• conduct activities that may be harmful to others or that could damage Ocrolus’ reputation;
• violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right, or violating any third party privacy right;
• post, upload, or distribute marketing or advertising links or content, or any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
• use scrapers, robots, or other data gathering devices not provided by Ocrolus on or through the Services;
• interfere with security-related features of the Services, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering, decompiling, or otherwise attempting to discover the source code of any portion of the Services, including the app(s), except to the extent that such activity is expressly permitted by applicable law notwithstanding this restriction;
• interfere with the operation of the Services or any user’s enjoyment of the Services, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Services; (iii) attempting to collect personal information, communications data, or other information about another user or third party without their consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Services, or violating any regulation, policy, or procedure of any such network, equipment, or server;
• perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation or accreditation, accessing any other account without permission, or falsifying your account registration information;
• modify, translate, or create derivative works, adaptations or compilations of, or based on, the Services or part thereof, or use, copy or reproduce the Services or any part thereof other than as expressly permitted in these Terms;
• assign, sublicense, lease, sell, grant a security interest in, or otherwise transfer the access granted under these Terms or any right or ability to view, access, or use any Records; or
• attempt to do any of the acts described in this Section 4, or assist or permit any person in engaging in any of the acts described in this Section 4.
You may also post or otherwise share only User Content that is non-confidential and that you have all necessary rights to disclose. You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
• you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Ocrolus and users of the Services to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by the Service, Ocrolus, and these Terms; and
• your User Content, and the use of the Services as contemplated by these Terms, does not and will not: (x) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (y) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (z) cause Ocrolus to violate any law or regulation, including laws related to the privacy of personal or health information.
The enforcement of this Section 4 is solely at Ocrolus’ discretion, and the failure to enforce this Section 4 in some instances does not constitute a waiver of our right to enforce it in other instances.
5. FEEDBACK
If you choose to provide input or suggestions regarding your experience with the Services (“Feedback”), then you hereby grant Ocrolus an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit such Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
6. THIRD PARTY CONTENT
We may provide information about third party products, services, activities or events, or we may allow other third parties to make their content and information available on or through the Services (collectively, “Third Party Content”). We provide Third Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third Party Content are solely between you and the third party.
7. DISCLAIMER OF WARRANTIES
THE SERVICES AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ALL OCROLUS ENTITIES (DEFINED BELOW) DISCLAIM, AND YOU HEREBY EXPRESSLY WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICE AND ALL MATERIALS, PRODUCTS, AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; AND (C) ANY WARRANTY AS TO WHETHER ANY RECORDS, COMMUNICATIONS DATA OR OTHER INFORMATION AVAILABLE THROUGH OR TRANSMITTED BY THE SERVICES IS TRUE, COMPLETE OR ACCURATE. OCROLUS DOES NOT WARRANT THAT THE SERVICES OR ANY PORTION OF THE SERVICES, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICES, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OCROLUS OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OCROLUS ENTITIES OR THE SERVICES THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY HARM OR DAMAGE THAT MAY RESULT TO YOU FROM YOUR USE OF OR ACCESS TO THE SERVICES, YOUR DEALING WITH ANY OTHER SERVICES USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICES. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICES, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICES AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICES), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
THE ABOVE PARAGRAPHS APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES, IN PARTICULAR A DISCLAIMER OF WARRANTIES PROVIDED OR IMPLIED BY LAW, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
8. REPEAT INFRINGER POLICY; COPYRIGHT COMPLAINTS
We comply with the provisions of the Digital Millennium Copyright Act (the “DMCA”) applicable to our operations (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact us at the information provided below. Please note that under applicable law, if you knowingly give false, misleading or inaccurate information that User Content is infringing, you may be subject to civil or criminal penalty. Any notice under the Digital Millennium Copyright Act (the “DMCA”) alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include all of the information required by the DMCA for such notices. Ocrolus will take steps to promptly terminate without notice the accounts of users that are determined by Ocrolus to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the Services at least three times.
9. FAIR CREDIT REPORTING ACT (“FCRA”)
As stated, Ocrolus does not provide reports on Records to third parties and is not a consumer reporting agency. However, to the extent that your information is being used by an Ocrolus client for the purpose of providing a “Consumer Report” (as defined by the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. §1681 et seq.), you consent for Ocrolus and its suppliers to obtain and provide such data on your behalf for such purposes, or you represent that have obtain such consent as necessary. In such event, Ocrolus is transmitting such data solely in a mechanical manner without altering the substance of the data. Ocrolus is not the provider of the Consumer Report, but is acting solely as a service provider and conduit in connection with the data, and not as a consumer reporting agency.
10. INDEMNIFICATION
To the fullest extent permitted under applicable law, you are responsible for your use of the Services, and you will defend and indemnify Ocrolus and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Ocrolus Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Services; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; (d) any dispute or issue between you and any third party; and (e) fraud, intentional misconduct, criminal acts, gross negligence, or negligence committed by you. To the fullest extent permitted under applicable law, we reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Ocrolus or the other Ocrolus Entities.
11. LIMITATION OF LIABILITY
IN NO EVENT WILL THE OCROLUS ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS, GOODWILL, REPUTATION, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY MATERIALS, PRODUCTS, OR CONTENT AVAILABLE ON OR THROUGH THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY OCROLUS ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
THE AGGREGATE LIABILITY OF THE OCROLUS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE, PRODUCTS SOLD THROUGH THE SERVICE, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. FURTHERMORE, NOTHING IN THESE TERMS LIMITS OR EXCLUDES ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 10 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12. RELEASE
To the fullest extent permitted by applicable law, you release Ocrolus and the other Ocrolus Parties from all Claims of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
13. TRANSFER AND PROCESSING DATA
In order for us to provide our Services and in accordance with our Privacy Policy, you agree that we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
14. DISPUTE RESOLUTION; BINDING ARBITRATION
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Ocrolus and limits the manner in which you can seek relief from us unless a separate agreement between you and Ocrolus controls resolution of any dispute with respect to that agreement. You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 13 by sending written notice to us at the address listed below. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration.
In the interest of resolving disputes between you and Ocrolus in the most expedient and cost effective manner, you and Ocrolus agree that every dispute arising in connection with these Terms will be resolved by binding arbitration, to the fullest extent permitted under applicable law and unless a separate agreement between you and Ocrolus applies. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND OCROLUS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
Despite the provisions of Section 13, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
To the fullest extent permitted under applicable law, any arbitration between you and Ocrolus will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Ocrolus.
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Ocrolus may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Ocrolus must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.
If you commence arbitration in accordance with these Terms, Ocrolus will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in New York City, New York, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Ocrolus for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND OCROLUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Ocrolus agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
If Ocrolus makes any future change to this arbitration provision, other than a change to Ocrolus’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Ocrolus’s address for Notice, in which case your account with Ocrolus will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If Section 13 is found to be unenforceable then the entirety of this Section 13 (except this sentence) will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 14 will govern any action arising out of or related to these Terms.
15. GOVERNING LAW AND VENUE
These Terms and your use of the Services are governed by the laws of the State of New York without regard to conflict of laws principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Ocrolus agree to submit to the exclusive jurisdiction of the state courts and federal courts located within New York, New York for the purpose of litigating any dispute, and you hereby consent to the personal jurisdiction and venue thereof. We operate the Service from our offices in the United States, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
16. SERVICE PROVIDERS
You agree that our Service Providers may rely upon any provisions in these Terms relating to intellectual property, disclaimer of warranties, limitation of liability, and indemnification, and that our Service Providers are, for purposes of such provisions, third party beneficiaries of these Terms, with the power to enforce such provisions as applicable.
17. ELECTRONIC NOTICES AND DISCLOSURES
You acknowledge and agree that Ocrolus may provide notices and other disclosures to you electronically (with the same effect as a paper copy) by posting such notices or other disclosures on our website or by emailing you at the email address provided to Ocrolus by you. Such notices or other disclosures shall be considered received by you after being posted on our website or twenty-four (24) hours after being emailed to you.
18. MISCELLANEOUS
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. The failure of Ocrolus to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. You agree that communications and transactions between us may be conducted electronically.
Contact Us:
Ocrolus Inc.
101 Greenwich St, 23rd Floor
New York, NY 10006
Tel: (646) 850-9090
Email: info@ocrolus.com
List of Ocrolus Sub-Processors
Effective September 18th 2024
DownloadSummary of changes
Table of Contents
Sub-Processor | Activity | Location |
Amazon Web Services | Cloud infrastructure for hosting of the Ocrolus platform and data storage and processing | United States |
Google Cloud Platform | Cloud infrastructure for data processing | United States |
Snowflake | Data storage | United States |
OpenAI | Text embeddings using neural network models for the improvement of the Ocrolus document processing results and data analysis efforts | United States |
Smarty | Validation of U.S. address for select documents processed through Ocrolus | United States |
Sub-Processor | Activity | Location |
Ocrolus East Private Limited | Human-in-the-loop (HITL) for data processing and operational and technical support | India |
Effective June 6th 2023 to September 19th 2024
DownloadTable of Contents
Sub-Processor | Activity | Location |
Amazon Web Services | Cloud infrastructure for hosting of the Ocrolus platform and data storage and processing | United States |
Google Cloud Platform | Cloud infrastructure for data processing | United States |
Snowflake | Data storage | United States |
OpenAI | Text embeddings using neural network models for the improvement of the Ocrolus document processing results and data analysis efforts | United States |
Sub-Processor | Activity | Location |
Ocrolus East Private Limited | Human-in-the-loop (HITL) for data processing and operational and technical support | India |
Effective March 22nd 2023 to June 6th 2023
DownloadTable of Contents
Sub-Processor | Activity | Location |
Amazon Web Services | Cloud infrastructure for hosting of the Ocrolus platform and data storage and processing | United States |
Google Cloud Platform | Cloud infrastructure for data processing | United States |
Snowflake | Data storage | United States |
Sub-Processor | Activity | Location |
Ocrolus East Private Limited | Human-in-the-loop (HITL) for data processing and operational and technical support | India |