This Agreement together with any referenced documents (the “Agreement”) governs the use of any and all OfficeRnD Services (as defined below „We/Us/Our/OfficeRnD“) and you (as defined below, “Subscriber”/”You”). By executing and returning to OfficeRnD an Order Form or otherwise using the Services, you expressly agree to be bound by and comply with this Agreement. If you are not authorised to enter into this Agreement or do not agree to be bound by any term or condition contained in this Agreement do not use the Services. This Agreement is effective as between Subscriber and OfficeRnD from the earliest date on which You returned to OfficeRnD an executed Order Form or otherwise started to use the Services.
1. Definitions & Interpretations
- “API” means the OfficeRnD Application Program Interface and associated documentation.
- “Account” means an interface within the Website configured for Users authorised by Subscriber to upload, manage and share files and information including Content.
- “Account Holder” means the individual(s) appointed by Subscriber to manage the Account and Users on behalf of the Subscriber. All Account Holders must have full authority granted to them by Subscriber to perform the obligations stated hereby as well as to enter into this Agreement and to bind the Subscriber to its terms and conditions in case the Account Holder acts as Subscriber’s representing person.
- “Asset” means a real estate resource with economic value registered at a geographical address that an individual, corporation or country owns or controls with the expectation that it will provide future benefit.
- “Content” means all documents, files, contact details, discussions, tasks, meetings, electronic media, calendar dates, visual, written or audible data, information or material, that is entered into, uploaded to, posted, transmitted or displayed through the Services by Subscriber, Account Holder or any User, including, without limitation, any hyperlink, graphic, artwork, video, music, text, image, logo, document, spreadsheet, presentation, text message, form entry, web page or other data.
- “Documentation” means any installation and configuration guides, or other documentation related to the Services provided to the Subscriber by OfficeRnD.
- “Intellectual Property Rights” means, inter alia, all right, title, and interest in and to any copyright, database, design, logo, trademark, service mark, patent, invention, trade secret, domain name, confidential and proprietary information, know-how, technology, business name, trade name, trade dress, technical solutions, associated right to sue (past, present, and future), and any other intellectual property rights whether existing at common law, applied for, registered or unregistered and all extensions, renewals, continuations, continuations in part, divisionals, reissues, re-examinations, and revivals thereof and existing anywhere in the world.
- “Onboarding” means the process of OfficeRnD assisting new customers with the initial setup configuration of the Services.
- “Open Source Software” means any software or other material embedded in or made available with the Services where such software or other material is made available under an “open source license” as this term is commonly understood by members of the open source community, including, but not limited to, those licenses meeting all the criteria prescribed in the Open Source Definition provided by the Open Source Initiative (https://opensource.org/osd).
- “Order Form” means any written or electronic document or registration form for placing orders for the Services and any addenda or amendments thereof, entered into contemporaneously with this Agreement or from time to time thereafter. Each Order Form shall be governed by and deemed to incorporate the terms and conditions contained herein, except as otherwise expressly provided in the Order Form. Each Order Form will describe all of the Services that OfficeRnD agree to make available to Subscriber.
- “Subscription Plan” means the level of the Services Subscriber has been licensed to use, as provided on the Order Form, which details the features and limits to the features Subscriber is permitted to use.
- “Services” means, collectively, the computer applications, interfaces, software, programs, products, services and websites provided or made available by OfficeRnD and its affiliates pursuant to any Order Form, including provision of access to the Platform for, among other things, creating and managing the Account.
- “Service Level Agreement” refers to the agreement between You and OfficeRnD which governs the use of Support Services, which forms an integral and inseparable part of this Agreement and is published in the following URL https://www.officernd.com/service-level-agreement/
- “Subscriber” means the company, organization, employer, principal or other legal entity named in each Order Form and for whom OfficeRnD provide the Services pursuant to this Agreement.
- “Support Package” means the detailed description of the individual parameters of the Support Service offered by OfficeRnD to its customers during and after Onboarding.
- “Support Services” means the support services provided to you by OfficeRnD as described in the Service Level Agreement and any Order Form.
- “User” means an individual who has completed the user registration process and created a user account at the Website. This includes any individual that OfficeRnD creates a user account for at Subscriber’s direction and any individual invited by Subscriber to become a user.
- “Platform” means OfficeRnD software platform hosted at https://app.officernd.com/login, https://hybrid.officernd.com and any other URLs maintained by OfficeRnD for the purpose of making the Services accessible to Users.
- “Website” means OfficeRnD webpage at https://www.officernd.com/ and all its subpages.
- “We/Us/Our/OfficeRnD” means the OfficeRnD company described in Section 16 ‘Governing Law; Jurisdiction’.
- In this Agreement, unless the context requires otherwise, any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words, and references to the singular include the plural and in each case vice versa.
- The headings and subheadings in this Agreement are inserted for convenience only and shall not affect the meaning of this Agreement.
2. Grant of Licence; Proprietary Rights
- Subject to the terms of this Agreement, OfficeRnD hereby grant to Subscriber a non-transferable, non-exclusive, revocable, limited term license to access and use, and to authorise and permit Users to access and use, the Services and the Documentation, solely as provided in each Order Form. Except for the rights specifically granted under this Agreement, Subscriber is not given any right, title or interest in or to the Services, Documentation, Platform or Website, and OfficeRnD expressly reserves all such rights, title and interests. Open Source Software will be governed by the terms of its applicable licenses and not the terms of this Agreement. Information about the Open Source Software may be found in the documents accompanying the Services or upon request by Subscriber.
- Subscriber shall be allowed to sublicense the access and use of the Services and the Documentation only to its Users within the parameters of the Subscription Plan which the Subscriber has purchased according to the respective Order Form and subject to the terms and conditions of this Agreement. The present authorization does not grant to any User the right to further sublicense the access and use of the Services and the Documentation and it is subject to strict compliance with the terms and conditions of the present Agreement and any of its schedules, annexes or addendums both by Subscriber and its Users. The Subscriber hereby undertakes to ensure that its Users comply with all the terms and conditions of this Agreement, remaining Subscriber fully liable to OfficeRnD in case of non-compliance by any of its Users.
- As between the parties, OfficeRnD shall hold title to all Intellectual Property Rights in and to the Services, Documentation, Platform and Website. Such Intellectual Property Rights may only be used by Subscriber in the manner stated in this Agreement and Order Form or otherwise instructed by OfficeRnD. Under no circumstances shall Subscriber or a third party acquire any Intellectual Property Rights to the Services, Documentation, Platform or Website. Access to the Services, Documentation, Platform and Website is licensed, and not sold, on the terms set out in this Agreement
- Subscriber agrees that it shall not do or permit or authorize any Users to do any of the following acts (hereinafter “License Restrictions”):
- Modify, translate, amend or otherwise alter the Services, Documentation, Platform or Website;
- Attempt to decompile, reverse engineer or otherwise disassemble, or create derivative works of or from any part of the Services, Documentation, Platform or Website;
- Redistribute, encumber, sell, rent, lease or otherwise transfer any Services, Documentation or portion of the Platform or Website, including in a timeshare or service bureau relationship; or
- Remove, alter, or destroy from the Services, Documentation, Platform or Website any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded therein.
- All Content shall remain Subscriber’s sole property or the property of its respective legal owner. OfficeRnD shall have no liability for such Content. By uploading Content, Subscriber represents and warrants that it has obtained all necessary licences, permissions, consents and agreements necessary for the lawful use of such Content by OfficeRnD and by third parties in accordance with this Agreement and in order for OfficeRnD to provide the Services. Subscriber acknowledges and agrees OfficeRnD does not control the Content posted by Users, and does not guarantee the accuracy, integrity or quality of such Content. Subscriber agrees that Subscriber must evaluate, and bear all risks associated with, the use of any third party Content, including any reliance on the accuracy, completeness, or usefulness of such Content. Under no circumstances will OfficeRnD be liable in any way for any third party Content, including, but not limited to, any errors or omissions in any third party content, or any loss or damage of any kind incurred as a result of the use of any third party Content posted, emailed, transmitted or otherwise made available via the Services or Website.
- Notwithstanding the above, Subscriber hereby grants OfficeRnD perpetual, non-exclusive, sublicensable, irrevocable, world-wide, fully-paid up and royalty free license to use the Content in order to collect and structure quantitative data derived from the use of the Services and the Platform and to use and disclose such quantitative data for industry analysis, benchmarking, analytics and other business purposes. This license includes, without limitation, the right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license, sell, lease or otherwise use and disclose the Content to third parties for the above mentioned purposes. All Content and quantitative data derived from it collected, used, and disclosed as described in the present clause will not be relating to an identified or identifiable natural person by itself or with the use of additional information and will not identify any individual organization.
- Subscriber agrees to use the Services within the parameters of the Subscription Plan Subscriber has purchased. OfficeRnD reserves the right to terminate the Services immediately on breach of this clause and OfficeRnD are under no obligation to provide a refund in full or in part for the fees paid.
3. Digital Millenium Copyright Act (applicable if domiciled in the United States of America only)
- We will not knowingly publish content in violation of applicable copyright law. If you believe content has been displayed, reproduced, printed or otherwise distributed by us through this website in violation of any third party copyright, please notify us in writing and include the following:
- electronic or physical signature of a person authorized to act for the copyright owner
- description of the copyrighted work
- description of where the infringing content is located on this website
- your office or home address, telephone number and email address
- a statement of good faith belief that the use of the work is not permitted by the copyright owner, and
- a statement under penalty of perjury that the above is true and you are authorized to act for the owner.
You acknowledge that if you fail to comply with all the requirements of this Section, your DMCA notice may not be valid.
4. Availability of Service
- The Services are normally available over the Internet around the clock. OfficeRnD shall be entitled to take measures that affect the aforementioned accessibility when OfficeRnD deem such to be necessary for technical, maintenance, operational, or security reasons. OfficeRnD guarantee at least 99.5% total uptime of the Service, as measured over a rolling 3 month (90 day) period by a reputable external monitoring service of our choice from time to time. This excludes any planned maintenance periods as described below. Availability is currently measured as continuous availability of the OfficeRnD login page, tested every minute from one of at least 8 global locations. OfficeRnD will make available the official uptime reports to Subscriber on request. OfficeRnD will notify Subscriber at least 2 weeks in advance of any planned maintenance periods that exceed 15 minutes in length. OfficeRnD will endeavour to carry out any such planned maintenance outside of normal UK office hours. There will be a maximum of one (1) planned maintenance period in any three (3) week period. OfficeRnD will backup Subscriber’s data stored on Our system, including files stored in the Subscriber Account and associated User data such as notifications, permissions and comments. Backups of the OfficeRnD file store are carried out daily at our disaster recovery data centre. Full backups of the OfficeRnD database are carried out on a regular basis. At a minimum, OfficeRnD takes full snapshots every 24 hours, ensuring that in the event of a serious issue, the oldest your data will be is 24 hours. Any problems experienced by Subscriber in accessing the Service should be reported to OfficeRnD through the Website or at [email protected] The service levels as described above are
compensated by OfficeRnD as follows: If OfficeRnD fail to meet the described service levels for service availability, OfficeRnD will compensate Subscriber by crediting Subscriber one day of Subscriber annual fee for each one hour of downtime. If availability of the Service as described in this clause is lower than 75% (seventy five percent) in any 3 month (90 day) period Subscriber shall be able to terminate Subscriber Agreement with immediate effect.
- OfficeRnD assume no responsibility for technical support or problems arising from or relating to third party systems, equipment owned or maintained by Subscriber or any Users, or the administration of email addresses or the email account of any User.
- OfficeRnD agree to take commercially reasonable steps to maintain the Services in a secure manner. If a security flaw is detected with respect to which OfficeRnD has reason to believe the security or integrity of Content or account information of Subscriber’s Users may be affected, OfficeRnD shall use reasonable efforts to notify Subscriber promptly of such defect and any related remedial steps OfficeRnD propose to take.
- OfficeRnD reserve the right at any time and from time to time to reasonably modify or discontinue, temporarily or permanently, the Services or Platform(or any part thereof), including but not limited to modifications to the design, operational method, technical specifications, systems, and other functions. However, any changes will not materially limit the scope of the Services. Subscriber agrees that OfficeRnD shall not be liable to Subscriber or to any third party for any modification, suspension, or discontinuance of the Services, the Platform or Website (except for refunding to Subscriber any prepaid fees corresponding to the period following any permanent discontinuance of Services other than due to Subscriber’s breach).
- Services may be performed by Our affiliates or subcontractors in Our discretion, provided that OfficeRnD shall be responsible for compliance with and performance of this Agreement by any such persons and such persons will be under the same confidentiality provisions as set forth in this Agreement and will undertake to comply with any applicable data protection obligations which may be applicable to them.
- Notwithstanding anything of the above, the specific terms of the Support Services and service level commitments of OfficeRnD to which the parties hereby agree are these described in the Service Level Agreement which forms an integral and inseparable part of this Agreement.
- The Services, Platform or Website may contain links to third party websites that are not owned or controlled by OfficeRnD. These links are provided solely for Users’ convenience. OfficeRnD have no control over any linked third party sites, are not responsible for the content of such sites, and make no representations or warranties with respect to such sites.
5. Subscriber Obligations
- Subscriber agrees to reasonably:
- appoint at least one Account Holder
- provide true, accurate, current and complete information about Users who access the Services on Subscriber’s behalf (“Subscriber’s Users”) as prompted by the registration process, including Users’ identity and a correct and legitimate email address (the “Registration Data”);
- maintain and promptly update the Registration Data to keep it true, accurate, current and complete;
- cause Subscriber’s Users to maintain the security of their login credential(s); and
- consent and authorise OfficeRnD to verify any Registration Data. If Subscriber or a User provides any information that is untrue, inaccurate, not current or incomplete, or OfficeRnD have a reasonable belief that such information is untrue, inaccurate, not current, or incomplete, OfficeRnD have the right to suspend or terminate the relevant User accounts and refuse any current or future use of the Services or Website.
- provide reasonable assistance and cooperation to OfficeRnD, if necessary, for the provision and implementation of the Services.
- Except if otherwise provided in the present Agreement, Subscriber acknowledges, consents, and agrees that OfficeRnD may access, preserve and disclose Subscriber’s account information and Content if and solely to the extent required to do so by law or in good faith belief that such access, preservation, or disclosure is reasonably necessary to:
- respond to Subscriber’s requests for service;
- comply with legal process;
- enforce this Agreement;
- respond to claims that Subscriber’s Content violates the rights of third parties; or
- protect the rights, property, or personal safety of OfficeRnD, other Users, or the public.
Where OfficeRnD is required to access and disclose Subscriber’s Registration Data and Content, OfficeRnD will use commercially reasonable efforts, to the extent OfficeRnD are permitted to do so, to give Subscriber as much notice of this disclosure as possible.
Notwithstanding the above, disclosure of Subscriber’s account information and Content which contains personal data shall be subject to the terms and conditions of Clause 13 of this Agreement and the applicable data protection law.
- Subscriber agrees to notify OfficeRnD immediately of any unauthorised use of Subscriber’s account, the login credentials of any of Subscriber’s Users, or any other breach of security. Subscriber may be held liable for losses incurred by OfficeRnD or any User of the Services or Website due to someone else using the Registration Data.
- Subscriber represents that Subscriber is authorised to receive the Services under the laws of the geographical jurisdictions in which Subscriber and Subscriber’s Users are located. Subscriber shall be responsible for all activities, communications and transactions of Subscriber and Subscriber’s
employees and agents conducted through use of the Services and Website and their compliance with applicable national, federal, state and local laws.
- Subscriber agrees that OfficeRnD may include Subscriber’s company name and/or logo among our clients listed in Our marketing materials, including the Website. Nothing herein shall require Subscriber to endorse the Services.
- Subscriber agrees not to:
- Use or launch any automated system, including without limitation, “robots”, “spiders” or “offline readers” that accesses the Services, Platform or Website in a manner that sends more request messages to Our servers in a given period of time than a single human can reasonably produce in the same period by using a conventional online web browser;
- Collect or harvest any personally identifiable information, including names, from the Services, Platform or Website;
- Use any information provided in the Services, Platform or Website for the sending of spam, bulk email messages or bulk instant messages for marketing or other purposes other than internal business use;
- Use any part of the Services, Platform or Website to upload, post, email, or transmit viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other software, files or programs that may interrupt, damage, destroy or limit the functionality of any computer software or hardware or network equipment;
- Use any part of the Services, Platform or Website to pretend to be OfficeRnD or someone else or otherwise misrepresent the identity or affiliation of a User or attempt to disguise the origin of any Content;
- Use the Services, Platform or Website or any part thereof to violate or infringe anyone’s Intellectual Property Rights;
- Interfere with or disrupt the Services, Platform, Website, servers, or networks connected to these, or disobey any requirements, procedures, policies, or regulations of networks connected to these;
- Upload, post, email, transmit, or otherwise make available any Content that OfficeRnD, in our sole discretion, deem to be unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, inflammatory, hateful, or racially, religiously, ethnically, or otherwise objectionable, or harmful to minors;
- Attempt to gain unauthorised access to the Services, Platform or Website or any portion or feature of thereof, or any other systems or networks connected to these or to any of Our servers;
- Probe, scan, or test the vulnerability of the Services, Platform or Website or any network connected to these(except with OfficeRnD express prior written consent and cooperation
for security testing purposes only), nor breach the security or authentication measures on the Service, Platform or any network connected to these;
- Take any action that imposes an unreasonable load on the Services, Platform or Website or on OfficeRnD infrastructure or networks or any networks connected to these;
- Use the Services, Platform or Website in order to obtain material which per se or if sent to another party might injure the reputation of a third party, or in any manner which may result in the infringement of any third party’s Intellectual Property Rights, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services, Platform or Website in any other manner incompatible with the purpose thereof; or
- Provide access to the Services, Platform or Website to anyone else other than Users and the Account Holder.
6. API Terms
- In case Subscriber is granted a license to the API under the Order Form or any other agreement between the Parties, the license is a limited, non-sub-licensable right to access the API, the Services and Customer Data for the purpose of enabling Subscriber and Users it authorizes to access the OfficeRnD Services via 3rd party software or website. Any use of the API, including use of the API through a third-party software or website that accesses the Services, is subject to the terms of this Agreement plus the following specific terms:
- Subscriber agrees that Subscriber is solely responsible for (and that OfficeRnD have no responsibility to Subscriber or to any third party for) any services and/or products Subscriber provide or use through any 3rd party software.
- Subscriber expressly understand and agree that OfficeRnD shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if OfficeRnD has been advised of the possibility of such damages), resulting from Subscriber use of the API or third-party products that access data via the API.
- Subscriber will not collect any users’ personal information or data in a misleading, illegal, unauthorised or unfair way. Without limiting the generality of the foregoing, Subscriber will never collect, store or record passwords used by users’ to log-in to the Services. If users need a separate password to use Subscriber software Subscriber will generate a unique password and securely communicate it to the user. Subscriber agrees that any 3rd party software shall be provided by Subscriber in compliance with all applicable laws and regulations (including without limitation those relating to the protection of privacy and the processing of personal data or traffic data).
- Subscriber will not use the API to create software that sends unsolicited communications (whether commercial or otherwise) to any third party.
- OfficeRnD reserve the right at any time to modify or discontinue, temporarily or permanently the API (or any part thereof). Where OfficeRnD permanently discontinues the API, OfficeRnD will continue to provide appropriate levels of support to ensure continuance of the API which has just been replaced for a period not less than 6 months to be determined by OfficeRnD, in our sole discretion.
- Abuse or excessively frequent requests to the Services via the API may result in the temporary or permanent suspension of Subscriber account’s access to the API. OfficeRnD, in our sole discretion, will determine abuse or excessive usage of the API.
- OfficeRnD retain the right to the Services, Platform and Website, including the API. In no way will Subscriber pass off, market or otherwise make representations that the OfficeRnD brand, Services, Platform or Website is owned or otherwise connected with Subscriber. Subscriber must make it clear that Subscriber are allowing access to the OfficeRnD API via an independent 3rd party piece of software and must prominently display the following text: “This product uses the OfficeRnD API but is not endorsed, certified or otherwise approved in any way by OfficeRnD”. Subscriber shall not have any rights to use OfficeRnD trademarks or logos.
- OfficeRnD reserves the right to limit Subscriber access to the API or the number of calls Subscriber software can otherwise make to it, except solely as agreed in a separate written order.
- OfficeRnD reserve the right to make information about any software or website that uses the API available to our users on our Platform and Website and any other marketing collateral.
- “Confidential Information” means any and all information disclosed by or at the direction of either party to the other in connection with the provision or use of Services, Platform and Website under this Agreement, including the Documentation and, without limitation, information relating to the business, operations, technology, properties, employees and customers of the disclosing party. Without limiting the foregoing, as between the parties, all Content shall be treated as Subscriber’s Confidential Information. Notwithstanding the foregoing, “Confidential Information” does not include any information that a receiving party can demonstrate
- was known to it prior to the information’s disclosure in connection with provision or use of the Services;
- is or becomes known publicly through no wrongful act of the receiving party;
- was rightfully received from a third party under no contractual, legal or fiduciary obligation to keep such information confidential; or
- was independently developed by the receiving party, without the use of any Confidential Information.
- Each receiving party agrees that it shall use Confidential Information of the disclosing party solely in furtherance of the performance of this Agreement and for no other purpose. Each party shall
use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances with less than reasonable care. Each party agrees not to disclose the other party’s Confidential Information to any person or entity other than: (i) to employees, agents, subcontractors or consultants of the receiving party on an as-needed basis, provided such persons have entered into written confidentiality agreements consistent with this Section 7 or otherwise are bound under substantially similar confidentiality restrictions; (ii) with respect to Subscriber Confidential Information, as authorised by Subscriber; (iii) to the extent required by court order, legal process, governmental or exchange regulation or applicable law, provided that the party required to disclose the information provides prompt advance written notice thereof (to the extent permitted by law) to the other party; or (iv) otherwise solely as expressly authorised in writing by the disclosing party. Notwithstanding any provision hereof to the contrary, OfficeRnD may use and disclose anonymous, aggregated data and statistics regarding use of the Services, provided no individual organization or person can be identified and no Content is disclosed in connection with such data and statistics.
- Each party acknowledges and agrees the use or disclosure of Confidential Information inconsistent with this Agreement could cause irreparable harm to a disclosing party, the extent of which would be difficult to ascertain. Accordingly, each party agrees that, in addition to any remedies available at law, any non-breaching party shall have the right to obtain immediate injunctive relief, without the necessity of posting a bond, in the event of a breach or threatened breach of this Section 7 by the other party , any of its affiliates or their representatives. This Section 7 shall survive termination or expiration of this Agreement.
- OfficeRnD warrants, to the best of its knowledge after implementing reasonable measures, that components of the Services, Documentation, Platform and Website made accessible to Subscriber do not contain viruses, worms, code or other third party computer code intentionally designed to disrupt, disable, or harm the operation of Subscriber’s computer systems. OfficeRnD further warrant, to the best of Our knowledge, that the Services, Documentation, Platform and Website do not infringe any third party trade secret, copyright, issued patent or trademark. OTHER THAN THE FOREGOING, THE SERVICES, DOCUMENTATION, PLATFORM AND WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND. OFFICERND MAKE NO WARRANTY THE SERVICES, DOCUMENTATION, PLATFORM AND WEBSITE WILL BE ERROR FREE OR AVAILABLE AT ALL TIMES, NOR DOES OFFICERND WARRANT THE COMPATIBILITY OR OPERATION OF THE SERVICES, PLATFORM AND WEBSITE WITH ALL SUBSCRIBER OR USER SITES, HARDWARE OR SOFTWARE CONFIGURATIONS. EXCEPT AS SET FORTH IN THIS SECTION 8, OFFICERND MAKES AND SUBSCRIBER RECEIVES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING OR RELATING TO THE SUBJECT MATTER HEREOF. OFFICERND DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF. SUBSCRIBER HEREBY ACKNOWLEDGES THAT IT HAS
NOT RELIED ON ANY WARRANTY, CONDITION, GUARANTY OR REPRESENTATION BY OFFICERND OR ITS REPRESENTATIVES OTHER THAN THOSE CONTAINED IN THIS AGREEMENT.
- The entire and exclusive remedy for breach of this Limited Warranty shall be, at OfficeRnD option, either:
- the return of the relevant license fee paid, or
- to repair, upgrade, or otherwise enhance the performance of OfficeRnD to address the failure of performance.
- Subscriber warrants that any Content Subscriber or Subscriber’s Users submit, post, transmit, or otherwise make available through use of the Services, Platform or Website and its use by the OfficeRnD in accordance with this Agreement will not infringe any third-party rights including, but not limited to trade secret, copyright, issued patent or trademark.
- Subscriber agrees to indemnify and hold harmless OfficeRnD and its subsidiaries, affiliates, directors, officers, agents, and employees from and against any losses, damages, costs or expenses (including reasonable legal fees, expert fees, and other costs of litigation) (collectively, “Losses”) arising from or related to any third party claim, demand, or action (an “Action”) based upon:
- Content Subscriber or Subscriber’s Users submit, post, transmit, or otherwise make available through use of the Services, Platform or Website,
- Subscriber’s, Subscriber’s Users or Account Holder’s violation of this Agreement or any applicable law, or
- Subscriber’s, Subscriber’s Users or Account Holder’s violation of any rights of another, except, in any case, to the extent such Action is based on Our breach of this Agreement, willful misconduct or negligence, provided that there would not have been an Action except for such breach, willful misconduct or negligence. OfficeRnD agree to indemnify and hold harmless Subscriber , its subsidiaries affiliates, directors, officers, agents and employees from and against any Losses arising from or related to any Action based upon
- infringement by OfficeRnD of any third-party trade secret, copyright, issued patent or registered trademark, except to the extent such infringement is attributable to (i) the use or publication of Content, (ii) breach of the License Restriction by the Subscriber, (iii) failure by the Subscriber to incorporate updates provided by OfficeRnD without additional charges, (iv) unauthorised use of the Services, Platform and the Website in combination with software not provided by OfficeRnD(an “Infringement Claim”); or
- breach of Our obligations under Section 7 (confidentiality), except, in any case, to the extent such Action is based on Subscriber’s breach of this Agreement, willful misconduct or negligence. In the event of an Infringement Claim, OfficeRnD may at OfficeRnD’s discretion mitigate any Losses indemnified hereunder by any of the following actions:
- procure for Subscriber the necessary right to continue using the Services;
- replace or modify any infringing portion of the Services with a functionally equivalent non-infringing substitute thereof;
- modify the Services so as to be non-infringing; or
- if none of the foregoing are commercially reasonable, terminate this Agreement (and in the event of such termination, Subscriber shall be entitled to a refund of any prepaid fees for the unexpired portion of any Order Form).
- Indemnification under subsections 9.1 and 9.2 hereof will be provided only on the conditions that: (i) the indemnifying party is given written notice promptly after the indemnified party receives notice of the subject Action; provided, however, that late notice shall only excuse the indemnifying party from its obligations hereunder if such late notice materially prejudices the indemnifying party; (ii) the indemnifying party has sole control of the defense and all related settlement negotiations, provided any settlement that would impose any monetary or injunctive obligation upon the indemnified party shall be subject to such party’s prior written approval; and (iii) the indemnified party provides cooperation and information in furtherance of such defense, as reasonably required by the indemnifying party. This Section 9 shall survive termination or expiration of this Agreement.
10. LIMITATION OF LIABILITY
- EXCEPT FOR CLAIMS FOR PERSONAL INJURY (INCLUDING DEATH) AND CLAIMS BASED ON WILLFUL MISCONDUCT OR FRAUD, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, LOSS OF DATA OR BUSINESS OR OTHER INTANGIBLE LOSSES (EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
- EXCEPT FOR CLAIMS FOR PERSONAL INJURY (INCLUDING DEATH), CLAIMS BASED ON WILLFUL MISCONDUCT OR FRAUD, AND CLAIMS FOR INDEMNIFICATION UNDER SECTION 9, THE AGGREGATE LIABILITY OF OFFICERND FOR ANY DIRECT DAMAGES ARISING FROM OR RELATED TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES AND OTHER CHARGES PAID OR PAYABLE BY SUBSCRIBER DURING THE TWELVE MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO SUCH CLAIM.
11. Term & Termination
- This Agreement shall enter into force on the earlies of the date of signing of the respective Order Form by Subscriber or the date that the Services are used by the Subscriber and remain in effect while any performance by either party remains to be completed under any Order Form, subject
to termination according to the terms of the applicable Order Form, by mutual agreement between the parties or in accordance with subsection 11.2. Except as otherwise expressly provided in any Order Form, upon termination of this Agreement, all Services shall cease and Subscriber and Subscriber’s Users will discontinue use of the Services, Platform and Website; provided, however, that OfficeRnD will allow Subscriber to remove Content from the Services for a period of 30 days following termination of this Agreement for any reason other than Subscriber’s breach.
- Either party may terminate this Agreement immediately upon written notice if the other party: (i) becomes the subject of a petition in bankruptcy which is not withdrawn or dismissed within 60 days thereafter; (ii) makes an assignment for the benefit of creditors; or (iii) breaches any material obligation under this Agreement and fails to cure such breach within 30 days after delivery of notice thereof by the non-breaching party. Otherwise, Subscriber’s contract can be canceled at any time with one month notice without penalty. In the event of account cancellation, you will have one month to export your data and close your account.
12. Fees and Payment for Services
Except if otherwise provided in the respective Order Form:
- All Fees are payable in advance, either annually in advance or in accordance with any different payment terms as stated in the applicable Order Form. Subscriber shall pay all fees specified in all Order Forms hereunder. Once an Order Form is executed by Subscriber and accepted by OfficeRnD or the Subscriber begins to use the Services, whichever is earlier, the Order and payment obligations thereunder are non-cancellable, and fees paid are non-refundable unless specified otherwise in the Order Form. Failure to pay OfficeRnD the agreed amount within the agreed payment terms may result in the Services being made unavailable to Subscriber or legal action being taken to secure any outstanding fees. Subscriber shall also be liable for any additional costs, including legal costs, incurred by OfficeRnD to secure such fees.
- Fees stated on Order Forms exclude any applicable sales and use taxes, value added tax or other taxes relating to provision or use of the Services. Subscriber is responsible for the payment of all such taxes (excluding taxes on OfficeRnD’s income) and taxes applicable to the territory the Subscriber resides in.
- Orders can be paid by bank transfer, credit or debit card. If you provide OfficeRnD with debit or credit card details, you authorise OfficeRnD to charge such debit or credit card for all fees listed in the Order Form as soon as practicable by OfficeRnD.
- Unless paid for by debit or credit card, fees are payable 30 days from invoice date, unless alternative, agreed terms are stated on the Order Form and Subscriber is responsible for providing OfficeRnD with complete and accurate billing and contact information and notifying OfficeRnD of any changes to such information.
- Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price set out in our Product and Services Catalog. If this increase applies to you, we will notify you at least forty-five (45) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. For clients on monthly plans, any adjustment to fees will happen on an annual basis. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving written notice.
In case of any payment overdue exceeding 30 days Subscriber authorizes OfficeRnD to charge Subscriber’s provided cards or accounts directly. Moreover, OfficeRnD shall be entitled to further suspend Subscriber’s account and Subscriber’s Users’ access to the Services until the overdue amounts have been fully paid.
13. Personal Data
- Any personal data exchanged between the Parties for the purpose of executing the present Agreement shall be processed with the utmost confidentiality and in accordance with the applicable data protection legislation.
- Each of the Parties’ representatives and designated contact persons shall be informed that their personal data will be processed by the other party in connection to or for the purpose of entering into, performing or terminating the contractual relationship, which is the legal basis for the processing. In addition, their personal data shall be stored for the term of the contractual relationship and may be further processed to establish, exercise or defend legal claims which arise under this Agreement or to comply with legal obligations stemming from the applicable law, including tax and accounting obligations. The personal data of the Parties’ representatives and designated contact persons may be communicated to banks and financial entities, for the management of collections and payments and to public authorities where required by the applicable law. Each Party’s representatives and designated contact persons may request access to, rectification of or erasure of their personal data and the limitation of their processing at the address of the other Party set in the present Agreement or otherwise provided. For OfficeRnD this address shall be [email protected] Furthermore, Parties’ representatives and designated contact persons have the right to complain to the relevant Data Protection Authority.
- In order to provide the Services and comply with its obligations under this Agreement OfficeRnD may have to access personal data shared by the Customer as part of the Content or otherwise. The Parties therefore enter into a data processing agreement included as integral and inseparable part to this Agreement as Addendum A which shall regulate all aspects of the processing of such data.
14. Trial Period
- Office RnD may provide the Subscriber with temporary free access to the Services and the Platform upon request solely in order for the Subscriber to be able to evaluate these (hereinafter, “Trial Period”).
- Unless subject to separate agreement between the Parties, the Trial Period shall be governed by the terms and conditions of the present Agreement and the applicable Order Form.
- Upon expiration of the Trial Period, the access to the Services and Platform shall be subject to payment of the then applicable OfficeRnD fees and compliance with the rest of the Subscriber’s obligations stated in the present Agreement.
- Modification. OfficeRnD reserve the right to amend this Agreement at any time by notifying Subscriber as provided in this Agreement. If OfficeRnD amend this Agreement, OfficeRnD will
post the updated Agreement on the Website and provide You with at least twenty-eight (28) days notice before the changes take effect (“Notification Period”) during which period of time you may reject the changes by notifying OfficeRnD by email in which case the Parties will negotiate in good faith the terms for the provision of the Services. By continuing the use of the Services and the Platform after the Notification period and provided no disagreement with the notified changes are sent by You to OfficeRnD as described above, You agree to be bound by the modified Agreement. No failure or delay by either party in exercising any right, power, or remedy hereunder shall operate as a waiver of such right, power, or remedy.
- Remedies. The provisions of this Agreement are necessary for the protection of the business and goodwill of the parties and are considered by the parties to be reasonable for such purpose. Subscriber agrees that any breach of this Agreement may cause OfficeRnD substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, OfficeRnD shall have the right to seek specific performance and other injunctive and equitable relief. In the event that Subscriber use the Services, Documentation, Platform or Website for commercial purposes in breach of this Agreement, Subscriber agrees that OfficeRnD shall be entitled to any proceeds that Subscriber has obtained from such activity, without prejudice to other rights or remedies OfficeRnD may have against Subscriber.
- Independent Contractors; No Third Party Beneficiaries. The parties are independent contractors with respect to each other, and neither shall be deemed an employee, agent, partner or legal representative of the other for any purpose or shall have any authority to create any obligation on behalf of the other. No third-party beneficiary rights are granted as a result of or pursuant to this Agreement.
- Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach and will be excused to the extent caused by any event beyond the reasonable control of such party including, but not limited to, acts of God, acts of civil or military authorities, strikes or other labor disputes, fires, interruptions in telecommunications or Internet or network provider services, power outages, and governmental restrictions.
- Entire Agreement; Severability. This Agreement together with its referenced documents set forth the entire understanding and agreement between the parties and supersedes all prior agreements, understandings, representations, warranties, proposals, requests for proposal and negotiations, if any, related to the subject matter hereof. Each provision of this Agreement is severable from each other provision for the purpose of determining the enforceability of any specific provision. This Section 15 shall survive termination or expiration of this Agreement.
- Assignment. Except as otherwise provided below, neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Either party shall have the right to assign this Agreement without the consent of the other party: (a) to any affiliate of such party; or (b) in connection with the merger, reorganization or acquisition of such party or the sale of all or substantially all of its assets related to this Agreement. Any purported assignment of this Agreement in violation of this subsection shall be invalid. This Agreement shall be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns.
- Notices. Invoices and other correspondence relating to this Agreement may be delivered by email to the email addresses furnished by Subscriber in each Order Form. Any notice of termination, breach or Actions under this Agreement shall be given by either email or internationally recognised courier service to the addresses set forth in the applicable Order Form or such other address as either party may provide in writing from time to time.
16. Governing law; Jurisdiction.
- Subscriber is contracting with OFFICERND Limited, a company organized under the laws of the United Kingdom with offices located at 69 Church Way, NE29 0AE, North Shields, England and this Agreement shall be governed by and construed in accordance with the Law of England & Wales without giving effect to its conflict of laws principles. The parties agree the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. The parties agree to submit to the jurisdiction of the Courts of England & Wales, for the adjudication of any case or controversy arising under this Agreement, and the parties hereby waive their right to a trial by jury in any such litigation.