Onaroll Software Services Terms and Conditions (“Terms”)

Last Updated: July 22, 2022

PLEASE READ THIS AGREEMENT (AS DEFINED BELOW) CAREFULLY BECAUSE IT IS AN ENFORCEABLE CONTRACT BETWEEN YOU AND ONAROLL. BY PROVIDING YOUR ELECTRONIC CONSENT VIA AN ONAROLL ORDER FORM, OR BY ACCESSING OR OTHERWISE UTILIZING THE SERVICE (AS DEFINED BELOW), YOU HEREBY AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

SUBJECT TO THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, Onaroll Inc. (“Onaroll”) will provide the entity which indicates its acceptance of the Onaroll Order Form (such entity, “you” or “Client”; you and Onaroll, each a “Party” and collectively the “Parties”) with access to its subscription-based software-as-a-service (SaaS) gamified employee incentivization application (the “Service”).

Client’s Onaroll Order Form(s), the most current version of these Terms, any Onaroll invoice(s) sent to Client, the most current version of Onaroll’s Terms of Use (available here), and the most current version of Onaroll’s Privacy Policy (available here) constitute the entire binding agreement (collectively, “Agreement”) by and between Client and Onaroll relating to Client’s subscription to and use of the Service. This Agreement supersedes all other agreements and understandings, whether written or oral, between the Parties relating to the Service. Notwithstanding anything to the contrary, whether executing a purchase order, quotation, proposal, or letter of authorization, or by utilizing the Service, Client agrees to be bound by this Agreement. No additions, conditions, or modifications by Client or any other person, whether oral or contained in any other documents submitted from Client to Onaroll, will be binding on Onaroll, regardless of Onaroll’s failure to object or Onaroll’s provision of the Service, unless otherwise agreed to in writing and signed by an authorized representative of Onaroll. Pursuant to Section 10.10 hereof, these Terms may be updated or amended from time to time by Onaroll without notice to Client; a copy of such updated terms will be available for Client’s review here. Client agrees to be bound by the most recent Terms as part of its Agreement. THIS AGREEMENT WILL APPLY UNLESS CLIENT HAS A SEPARATE WRITTEN AGREEMENT WITH ONAROLL THAT EXPRESSLY REPLACES THIS AGREEMENT.

1. CERTAIN DEFINITIONS.

“Agreement” means, collectively, and to the exclusion of all other terms, Client’s Onaroll Order Form(s), the most current version of these Terms, any Onaroll invoice(s) sent to Client, the most current version of Onaroll’s Terms of Use (available here), and the most current version of Onaroll’s Privacy Policy (available here).

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control by either Party. For purposes of the preceding sentence, “control” means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.

“Authorized Users” means your Employees that are authorized to access and use the Service.

“Confidential Information” means all information, material and data (i) labeled or designated in writing as confidential or proprietary, (ii) which is verbal or otherwise intangible and the disclosing Party advises the receiving Party in writing after disclosure as proprietary or confidential or (iii) which, in view of the nature of such information and/or the circumstances of its disclosure the receiving Party knows or reasonably should know is confidential or proprietary, including, but not limited to, software, information relating to financial data, plans, forecasts, intellectual property, methodologies, algorithms, agreements, market intelligence, technical concepts, customer information, strategic analyses and internal developments.

“Employee” means those under your employment and/or engaged in contract work with you.