Terms & Conditions

Subscription Services Agreement

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

1. 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 (https://support.officespacesoftware.com/) (the “Documentation”).
   2. USE OF SERVICE.
      1. Customer Owned Data. All data uploaded by Customer (“Customer Data”) remains the sole property of Customer, as between OfficeSpace and 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 of this Agreement, Customer may export its Customer Data as specified within the Service, or OfficeSpace will provide Customer Data to Customer upon Customer’s reasonable request.
      2. Contractor Access and Usage. Customer may allow its contractors to access and use the Service in compliance with the terms of this Agreement so long as such access is for the sole benefit of Customer. Customer is responsible for the compliance with this Agreement by its contractors and shall be responsible for any breach of this Agreement by its contractors as if committed by Customer.
      3. Customer Responsibilities. Customer (i) must keep its access credentials secure and confidential; (ii) is solely responsible for Customer Data, including its content and use, and all activity in its account in the Service by its employees, agents and contractors; (iii) must notify OfficeSpace promptly of any unauthorized access to its account or credentials; (iv) may use the Service only in accordance with this Agreement and applicable law, and the Documentation; (v) must reasonably cooperate with OfficeSpace and provide information reasonably requested by OfficeSpace to permit OfficeSpace to provide and maintain the Service for Customer’s use in accordance with this Agreement; and (vi) must maintain operating systems and applications installed on Customer’s systems to ensure that Customer’s systems remain compatible with the Service.  Customer shall not transmit or store “Personal Data” (as defined in European Union Regulation 2016/679) via the Service unless Customer and OfficeSpace have executed an OfficeSpace Software Data Processing Addendum to this Agreement.
      4. Changes. OfficeSpace regularly updates the Services and reserves the right to add and/or substitute functionally equivalent features in the event of product unavailability, end-of-life, or changes to software requirements. OfficeSpace will notify Customer of any material change to of a product.
      5. OfficeSpace Support. OfficeSpace provides customer support for the Service as described in OfficeSpace’s Customer Support Policy, which may be amended from time to time in OfficeSpace’s reasonable discretion.  A copy of OfficeSpace’s current Customer Support Policy is maintained at https://www.officespacesoftware.com/oss-client-support-policy/
      6. Affiliate Access Use. CCustomer may allow its Affiliates to access the Service in compliance with the terms of this Agreement.  All references to Customer in this Agreement shall be deemed to be references to Customer and its Affiliates. Customer acknowledges and agrees that each Affiliate of Customer accessing the Service has been made aware of the terms and conditions of this Agreement.  Customer is responsible for any breach of this Agreement by any Affiliate of Customer. “Affiliate” means an entity that a party, directly or indirectly, controls, an entity that controls a party or an entity that is under common control with a party.  For purposes of this provision, control means ownership of at least fifty percent (50%) of the outstanding voting shares of the entity.
   3. WARRANTY; DISCLAIMER.
      1. OfficeSpace warrants that (i) the Service will operate in substantial conformity with the Documentation during the subscription term, and (ii) when used as permitted under this Agreement, the Service will not infringe, misappropriate or otherwise violate the intellectual property rights of any person or entity.  In the event of a breach of either of the foregoing warranties, OfficeSpace will use commercially reasonable efforts to correct the reported non-conformity and/or breach, at no charge to Customer, or if OfficeSpace is unable to do so within a reasonable period, not to exceed thirty (30) days, Customer may terminate the applicable Order, and Customer will receive a pro-rata refund of any unearned fees that Customer has pre-paid for the Service.
      2. EXCEPT AS PROVIDED IN SUBSECTION (A) ABOVE, THE SERVICE IS PROVIDED “AS IS.” OFFICESPACE DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.  WITHOUT LIMITING THE FOREGOING, OFFICESPACE MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE OR RESULTS OF THE USE THEREOF WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. WHILE OFFICESPACE TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, OFFICESPACE DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED
   4. PAYMENT. Customer must pay all fees as specified on the Order, either directly or through an identified reseller designated by Customer in writing at the time of execution of the applicable Order.  If not otherwise specified in the Order, then payment in US Dollars is due within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes, but not taxes based on OfficeSpace’s income. If Customer, in good faith, disputes any invoice, in whole or in part, prior to the applicable payment due date, Customer must notify OfficeSpace of the dispute, including sufficient detail of the nature of the claim, the amount, the relevant invoices, and information allowing OfficeSpace to identify the affected portion of the Service.  Customer may withhold payment of the disputed amount until settlement.  Upon resolution of a dispute, Customer will promptly pay to OfficeSpace such amounts as are due and payable.  OfficeSpace reserves the right to, upon notice to Customer, suspend access to the Service if Customer fails to pay any amounts owed for more than thirty (30) days after the invoice date.  Any such suspension may take place with 48 hours notification to Customer and will remain in effect for so long as Customer has any outstanding balance due for over thirty (30) days.
   5. CONFIDENTIALITY.
      1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). OfficeSpace’s Confidential Information includes the Service and Documentation (including the Service user interface design and layout, and the fees payable by Customer).   Customer’s Confidential Information includes, without limitation, Customer Data.
      2. Protection of Confidential Information. Recipient must use the same degree of care that it uses to protect the confidentiality of its own Confidential Information (but in any event at least reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement. The Recipient must limit access to Discloser’s Confidential Information to those of its Affiliates, employees, contractors, agents and advisors who need such access for purposes consistent with this Agreement and who have signed confidentiality Agreements with Recipient no less restrictive than the confidentiality terms of this Agreement.
      3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without an obligation of confidentiality, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient, or who are otherwise bound by confidentiality obligations to Recipient, without use of or access to Discloser’s Confidential Information.  Recipient may disclose Confidential Information to the extent required by law or court order, but will, if permitted by law, provide Discloser with advance notice to seek a protective order.
      4. Aggregated Data. OfficeSpace may monitor use of the Service by its customers generally and use the information gathered (including Customer Data) in an aggregate and anonymous manner in order to improve the Service and for other commercial purposes. OfficeSpace may use and publish such information, provided that such information does not identify Customer or any Customer Data in any way. For clarity, any data OfficeSpace will provide to third parties will only be in an aggregated and anonymous manner.
      5. Permitted Disclosures. OfficeSpace will not include identification of Customer as a customer on OfficeSpace’s website or in its marketing materials without Customer’s prior consent, which will not be unreasonably withheld, delayed or denied.
   6. OFFICESPACE PROPERTY.
      1. Reservation of Rights. The software, workflow processes, user interface, designs, know-how, and other technologies provided and/or used by OfficeSpace to provide the Service are the proprietary property of OfficeSpace and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, are retained by OfficeSpace. OfficeSpace reserves all rights unless expressly granted in this Agreement.
      2. Restrictions. Customer will not, and will not allow or assist any other entity to, (i) create derivative works of, modify, decompile, disassemble, or otherwise reverse engineer or attempt to discover any source code or underlying ideas of any component of the Service; (ii) sublicense, assign, transfer, distribute, rent or sell use or access to the Service (in whole or in part), (iii) remove, alter or obscure any product identification, copyright or other notices, (iv) probe, scan, or test the vulnerability of the Service, or any systems, networks, servers, computers, devices, or equipment used to provide the Service; (v) use any automated device, process, or means (such as robots or spiders) to access or use Service for any purpose; (vi) use the Service in any manner intended to disable, overburden, damage, impair, or interfere with the proper operation of the Service including via a denial-of-service or distributed denial-of-service attack; (vii) intentionally transmit any viruses, Trojan horses, worms, malware, or other material which is malicious or technologically harmful through the Service; or (viii) use the Service to process, store or otherwise access Social Security numbers or taxpayer identification numbers, passport numbers, driver’s license numbers or other government-issued identification numbers, bank account numbers, credit or debit card numbers, protected health information as defined under any applicable law relating to the protection of personal health information including the Health Insurance Portability and Accountability Act, as amended, the Personal Information Protection and Electronic Documents Act, as amended, and the Privacy Act of 1988, or other similar information.
   7. TERM AND TERMINATION.
      1. Term. This Agreement continues until all Orders have terminated or expired (the “Term”).  The term of each Order will be as set forth in the applicable Order.
      2. Termination for Material Breach. If either party is in material breach of this Agreement, and (i) such breach is incapable of cure, or (ii) such breach is capable of cure but is not cured within thirty (30) days of receipt of written notice describing the material breach in reasonable detail, the other party may terminate this Agreement and/or the affected Order(s).
      3. Return of Customer’s Data.
         1. Upon request no later than thirty (30) days after termination of the applicable Order (the “Data Retention Period”), OfficeSpace shall make the Service available for Customer to download Customer Data in a commonly used format. In addition, OfficeSpace will provide other data export services at its then current hourly rate.
         2. OfficeSpace has no obligation to maintain the Customer Data and may destroy it after expiration of the Data Retention Period.
      4. Effect of Termination. Upon termination of this Agreement for any reason, OfficeSpace will cease providing all Services.  Furthermore, (X) if this Agreement or any Order is terminated by OfficeSpace under subsection 7(b), Customer will also pay all amounts to become due and owing under the applicable Order; and (Y) if this Agreement or any Order is terminated by Customer under subsection 7(b), OfficeSpace will refund the unearned portion of any prepaid fees.
      5. Suspension of Service. OfficeSpace may temporarily suspend Customer’s access to the Service if it in good faith believes that (i) such suspension is necessary  to preserve the security, integrity, or accessibility of the Service or use of the Service by other OfficeSpace customers, or (ii) Customer is in material breach of the Agreement and such breach is affecting use of the Service by OfficeSpace’s customers generally.  OfficeSpace will use reasonable efforts to contact Customer in advance of such a suspension.  OfficeSpace will limit the suspension as much as possible only to the affected portions of the Service and shall promptly restore access to the Service as soon as the issue giving rise to the suspension is resolved.
   8. LIABILITY LIMIT.
      1. EXCLUSION OF DAMAGES. EXCEPT FOR CLAIMS FOR A BREACH OF THE CONFIDENTIALITY PROVISIONS IN SECTION 5, A DATA PROCESSING ADDENDUM, OR A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 9, NEITHER OFFICESPACE NOR CUSTOMER SHALL BE LIABLE FOR (I) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, ENHANCED, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR CUSTOMER’S USE OF THE SERVICE (INCLUDING COSTS OF DELAY; LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, DATA, RECORDS OR INFORMATION; AND LOST PROFITS), OR (II) FOR ANY LOSS, CORRUPTION, OR BREACH OF CUSTOMER’S OR ANY OF ITS AFFILIATE’S DATA, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTE, STRICT LIABILITY, AND OTHERWISE, REGARDLESS OF WHETHER A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
      2. TOTAL LIMIT ON LIABILITY. EXCEPT IN FOR CLAIMS FOR A BREACH OF THE CONFIDENTIALITY PROVISIONS IN SECTION 5, A DATA PROCESSING ADDENDUM, OR A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 9, EACH OF OFFICESPACE’S AND CUSTOMER’S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF OFFICESPACE OR CUSTOMER, AS APPLICABLE, HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) WILL NOT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER (AND ANY OF CUSTOMER’S AFFILIATES SET FORTH ON AN ORDER) TO OFFICESPACE WITHIN THE 12 MONTHS PRECEDING THE CLAIM, EXCEPT THAT, IN CONNECTION WITH A BREACH OF THE CONFIDENTIALITY PROVISIONS IN SECTION 5, A DATA PROCESSING ADDENDUM, OR A PARTY’S INDEMNIFICATION OBLIGATIONS IN SECTION 9, THE LIABILITY OF EACH PARTY HEREUNDER SHALL NOT EXCEED ONE MILLION DOLLARS ($1,000,000.00).
      3. LIMITATIONS. THE FOREGOING LIMITATIONS OF THIS SECTION 8 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  THE FOREGOING LIMITATIONS OF THIS SECTION 8 SHALL NOT APPLY TO CLAIMS RESULTING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR FOR ANY CLAIMS OF BODILY INJURY, DEATH OR PHYSICAL DAMAGE TO TANGIBLE PROPERTY OR TO CUSTOMER’S OBLIGATIONS TO REMIT ALL AMOUNTS PROPERLY DUE AND OWING UNDER THIS AGREEMENT.
   9. INDEMNITY.
      1. Mutual Indemnity. Each party (the “Indemnifying Party”), at its own expense, will defend (or at its option settle) any claim, suit or proceeding brought against the other party (the “Indemnified Party”) by a third party (other than an Affiliate of a party), and will pay any damages and costs awarded in any such claim, suit or proceeding or agreed to in settlement thereof, if the claim, suit or proceeding is based on a claim that any services, solutions, Customer Data, information, or technology as provided by the Indemnifying Party infringes a trade secret or copyright, patent, or trademark of the third party; provided that in each case the Indemnified Party provides the Indemnifying Party with: (A) prompt written notice of such claim, (B) exclusive control over the defense and settlement of such claim, and (C) proper and full information and assistance to settle or defend any such claim. THIS SECTION 9(A) CONTAINS CUSTOMER’S SOLE REMEDY AND OFFICESPACE’S SOLE LIABILITY FOR ACTUAL OR ALLEGED INFRINGEMENT OF A THIRD-PARTY’S INTELLECTUAL PROPERTY.
      2. Right to Mitigate. If a claim relating to infringement of third-party intellectual property is made or appears likely with regard to the Service, then OfficeSpace will, at its sole option and expense, modify the Service, procure the necessary rights to the infringing technology, or replace the infringing technology with a materially functional equivalent at no additional cost to Customer. If OfficeSpace determines that none of these are reasonably available, then OfficeSpace may terminate the affected Order(s) and refund any prepaid and unused fees for the remainder of the then-current term.
      3. Exclusions. Notwithstanding the above provisions of this Section 9, OfficeSpace has no obligation for any claim arising from:
         1. compliance with Customer’s or any of its Affiliate’s designs, specification, instructions, or technical information;
         2. The combination of OfficeSpace’s services, solutions, information or technology contemplated for use; or
         3. Technology not provided by OfficeSpace.
   10. GOVERNING LAW AND FORUM. This Agreement is governed by the laws of the State of New York, without regard to its conflict of law principles. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
   11. OTHER TERMS.
       1. Entire Agreement and Changes. This Agreement, the Order(s) and the Data Processing Addendum executed by OfficeSpace and Customer (if any) constitute the entire Agreement of the parties, and supersede all prior or contemporaneous negotiations, Agreements and representations, whether oral or written, related to this subject matter. OfficeSpace rejects any additional or conflicting terms of any subsequent Customer order or similar purchasing document, and such terms shall not supersede or apply to this Agreement.
       2. No Assignment. Neither party may assign or transfer this Agreement or an Order to a third party, including to an Affiliate, except that this Agreement with all Orders may be assigned to a party’s successor-in-interest as part of a merger, or sale of all or substantially all of the business or assets, of a party.  OfficeSpace shall be permitted to subcontract its obligations under this Agreement provided that OfficeSpace shall remain liable for the performance of subcontracted obligations.
       3. Independent Contractors. The parties are acting and shall act as independent contractors and not that of employer and employee, joint venture, or partnership for purposes of this Agreement. Neither party is, nor will be deemed to be, an agent, legal representative, joint venture, employee, or partner of the other party for any purpose.
       4. Enforceability. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect.
       5. Force Majeure A party shall be excused from complying with the terms and conditions of this Agreement and the Orders if, to the extent, and for as long as, such party’s compliance is delayed or prevented by an event or circumstance beyond their reasonable control “Force Majeure Event”.  A force majeure event shall not excuse performing duties that are unrelated to the force majeure event, including, without limitation, discharging financial obligations.  No party shall be liable, nor shall any credit allowance or other remedy be extended, for any failure of performance due to a Force Majeure Event.
       6. Money Damages Insufficient. Any breach by a party of this Agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
       7. Modification; Waiver. No modification of this Agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
       8. Order of Precedence. If there is an inconsistency between this Agreement and a particular Order, the applicable Order prevails in the instance of that Order only.
       9. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given: (a) on the day after delivery to commercial or postal overnight carrier service; or (b) on the fifth (5th) day after mailing, if mailed to the party to whom such notice is to be given, by first class mail, registered or certified, postage prepaid and properly addressed, to the address set forth below the signature lines or on the applicable Order Form; or (c) when delivered by email if the sender receives an electronic acknowledgement that the email has been opened by the intended recipient, or within 5 minutes after the email has been electronically sent, unless the sender receives an electronic notice that the email has not been or will not be received by the intended recipient.
       10. Survival of Terms and no CISG. Any terms that by their nature survive termination or expiration of this Agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
       11. FCPA. Each party shall comply with the United Stated Foreign Corrupt Practices Act (including as it may be amended) (the FCPA), and any analogous laws or regulations existing in any other country or region, in connection with use of the Service. Neither party will make any payment, either directly or indirectly, of money or other assets, to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing, that would constitute violation of any law, rule or regulation.
       12. California Consumer Protection Act.Capitalized terms used but not defined in this section have the meanings assigned to such terms in the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 to 1798.199 (the “CCPA”). OfficeSpace and Customer agree that if Customer is a Business under the CCPA, OfficeSpace is a Service Provider, and to the extent OfficeSpace processes Personal Information on behalf of Customer pursuant to this Agreement: (i) OfficeSpace will not retain, use, or disclose Personal Information for any purpose, including a Commercial Purpose, other than for the specific purpose of performing services under this Agreement, or as otherwise permitted by the CCPA or its implementing regulations; (ii) OfficeSpace will not further collect, sell, or use Personal Information except as necessary to perform the Business Purpose for which Customer disclosed such information to OfficeSpace or for which OfficeSpace collected such Personal Information on behalf of Customer; (iii) upon Customer’s receipt of a Verifiable Consumer Request, Customer will direct OfficeSpace to delete the Consumer’s Personal Information from OfficeSpace’s records by emailing [email protected], and OfficeSpace will delete such Personal Information, unless an exception in section 1798.105(d) of the CCPA applies; (iv) if OfficeSpace receives a Request to Know or Request to Delete from a Consumer, OfficeSpace will inform the Consumer that the request cannot be acted upon because the request has been sent to a Service Provider; and (v) OfficeSpace is not liable under the CCPA for Customer’s CCPA obligations.
       13. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.