Customer Support Policy

Terms & Conditions

Subscription Services Agreement

This Subscription Services Agreement (the “Agreement”) is between OfficeSpace Software Inc. (“OfficeSpace”) and the entity agreeing to these terms (“Customer”). It is effective as of the date the last party signs below.

1. Workplace Management Software Service

Subject to this Agreement, OfficeSpace provides Customer and its Affiliates access to and use of the workplace management software service (the “Service”) specified on the applicable order form(s) (each, an “Order”) as further described in the online help documentation.

2. Use of Service

1. 1.Customer Owned Data: All data uploaded by Customer (“Customer Data”) remains the sole property of Customer. Customer grants OfficeSpace the right to use the Customer Data solely for purposes of providing the Service and performing under this Agreement. During the term, Customer may export its Customer Data as specified within the Service, or OfficeSpace will provide Customer Data to Customer upon reasonable request.
2. 2.Contractor Access and Usage: Customer may allow its contractors to access and use the Service in compliance with this Agreement for the sole benefit of Customer. Customer is responsible for compliance by its contractors and any breach by them.
3. 3.Customer Responsibilities: Customer must keep access credentials secure, is solely responsible for Customer Data and all activity in its account, must notify OfficeSpace of unauthorized access, may use the Service only in accordance with this Agreement and applicable law, must cooperate with OfficeSpace, and must maintain compatible operating systems and applications. Customer shall not transmit or store “Personal Data” (as defined in EU Regulation 2016/679) via the Service unless a Data Processing Addendum is executed.
4. 4.Changes: OfficeSpace regularly updates the Services and reserves the right to add and/or substitute functionally equivalent features. OfficeSpace will notify Customer of any material change to a product.
5. 5.OfficeSpace Support: OfficeSpace provides customer support for the Service as described in its Customer Support Policy, which may be amended from time to time.
6. 6.Affiliate Access Use: Customer may allow its Affiliates to access the Service in compliance with this Agreement. Customer is responsible for any breach by any Affiliate. “Affiliate” means an entity that a party controls, is controlled by, or is under common control with.

3. Warranty; Disclaimer

1. 1.OfficeSpace warrants that the Service will operate in substantial conformity with the Documentation during the subscription term and will not infringe intellectual property rights when used as permitted. In case of breach, OfficeSpace will use commercially reasonable efforts to correct the non-conformity or breach, or Customer may terminate the Order and receive a pro-rata refund.
2. 2.Except as provided above, the Service is provided “as is.” OfficeSpace disclaims all other warranties, including implied warranties of merchantability and fitness for a particular purpose. OfficeSpace does not guarantee the Service cannot be compromised.

4. Payment

Customer must pay all fees as specified on the Order. If not otherwise specified, payment in US Dollars is due within 30 days of invoice. Customer is responsible for all taxes except those based on OfficeSpace’s income. Disputed amounts may be withheld until settlement. OfficeSpace may suspend access to the Service if payment is overdue by more than 30 days, with 48 hours notification.

5. Confidentiality

1. 1.Definition: Confidential Information means all non-public information disclosed by a party to the other, designated as confidential or reasonably understood to be confidential. OfficeSpace’s Confidential Information includes the Service and Documentation. Customer’s Confidential Information includes Customer Data.
2. 2.Protection: Recipient must use at least reasonable care to protect Confidential Information and limit access to those needing it for purposes consistent with this Agreement.
3. 3.Exclusions: Confidential Information excludes information that is public, known to the Recipient without obligation, received from a third party without breach, or independently developed.
4. 4.Aggregated Data: OfficeSpace may monitor use of the Service and use information in an aggregate and anonymous manner for improvement and commercial purposes, provided it does not identify Customer or Customer Data.
5. 5.Permitted Disclosures: OfficeSpace will not identify Customer as a customer in marketing materials without prior consent.

6. OfficeSpace Property

1. 1.Reservation of Rights: The software, workflow processes, user interface, designs, know-how, and other technologies used by OfficeSpace are proprietary. All rights are retained by OfficeSpace unless expressly granted.
2. 2.Restrictions: Customer will not (and will not allow others to) create derivative works, reverse engineer, sublicense, transfer, distribute, remove notices, probe or test the Service, use automated means to access the Service, interfere with operation, transmit malicious code, or use the Service to process sensitive personal or financial information.

7. Term and Termination

1. 1.Term: This Agreement continues until all Orders have terminated or expired. The term of each Order is as set forth in the Order.
2. 2.Termination for Material Breach: Either party may terminate for material breach if not cured within 30 days of notice.
3. 3.Return of Customer’s Data: Upon request within 30 days after termination, OfficeSpace will make Customer Data available for download. OfficeSpace may destroy Customer Data after this period.
4. 4.Effect of Termination: Upon termination, OfficeSpace will cease providing Services. If terminated by OfficeSpace for breach, Customer must pay all amounts due. If terminated by Customer for breach, OfficeSpace will refund unearned prepaid fees.
5. 5.Suspension of Service: OfficeSpace may temporarily suspend access to preserve security or if Customer is in material breach affecting other customers. OfficeSpace will use reasonable efforts to contact Customer in advance and restore access as soon as possible.

8. Liability Limit

1. 1.Exclusion of Damages: Except for breaches of confidentiality, data processing addendum, or indemnification obligations, neither party is liable for indirect, special, incidental, or consequential damages, or for loss, corruption, or breach of data.
2. 2.Total Limit on Liability: Except for the above exceptions, each party’s aggregate liability will not exceed the amount paid or payable by Customer in the 12 months preceding the claim. For certain breaches, liability is capped at $1,000,000.
3. 3.Limitations: These limitations do not apply to gross negligence, willful misconduct, fraud, bodily injury, death, or physical damage to property, or Customer’s payment obligations.

9. Indemnity

1. 1.Mutual Indemnity: Each party will defend and indemnify the other against third-party claims that services, solutions, Customer Data, or technology as provided infringe intellectual property rights, provided the indemnified party gives prompt notice, control, and assistance.
2. 2.Right to Mitigate: If a claim of infringement is made, OfficeSpace may modify, procure rights, or replace the Service. If not reasonably available, OfficeSpace may terminate affected Orders and refund prepaid unused fees.
3. 3.Exclusions: OfficeSpace has no obligation for claims arising from compliance with Customer’s designs, combination with other services, or technology not provided by OfficeSpace.

10. Governing Law and Forum

This Agreement is governed by the laws of the State of New York. The prevailing party in litigation is entitled to recover attorneys’ fees and costs.

11. Other Terms

1. 1.Entire Agreement and Changes: This Agreement, Orders, and any Data Processing Addendum constitute the entire agreement. OfficeSpace rejects additional or conflicting terms from Customer’s purchasing documents.
2. 2.No Assignment: Neither party may assign this Agreement except to a successor-in-interest as part of a merger or sale. OfficeSpace may subcontract obligations but remains liable.
3. 3.Independent Contractors: The parties are independent contractors.
4. 4.Enforceability: If any term is invalid or unenforceable, the others remain in effect.
5. 5.Force Majeure: A party is excused from compliance if delayed or prevented by events beyond reasonable control, except for unrelated duties such as financial obligations.
6. 6.Money Damages Insufficient: Breach of this Agreement or intellectual property rights may cause irreparable harm; injunctive relief may be sought.
7. 7.Modification; Waiver: No modification or waiver is effective unless signed by both parties.
8. 8.Order of Precedence: If inconsistent, the Order prevails for that Order only.
9. 9.Notices: Notices must be in writing and are deemed given as specified (overnight carrier, mail, or email with acknowledgment).
10. 10.Survival of Terms and no CISG: Terms that by nature survive termination will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
11. 11.FCPA: Each party will comply with the US Foreign Corrupt Practices Act and analogous laws.
12. 12.California Consumer Protection Act: If Customer is a Business under the CCPA, OfficeSpace is a Service Provider and will comply with CCPA requirements regarding Personal Information.
13. 13.No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties and their successors and assigns.