This Agreement (the “Agreement”) governs the use of any and all OfficeRnD™ Services by the company or organization named in the Order Form (or other form of registration) completed or submitted by you (as defined below, “Subscriber”). By executing and returning to OfficeRnD an Order Form, or by clicking the button during the registration process (“OK, I confirm that I have read and accepted the Terms”) or otherwise using the Services, you expressly agree on behalf of Subscriber to be bound by and comply with this Agreement. If you are not authorised to enter into this Agreement on behalf of Subscriber or Subscriber does 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, clicked the confirm button during the registration process or otherwise started to use the Services.
1. Definitions & Interpretations
- “API” means the OfficeRnD Application Program Interface and associated documentation.
- “Account Holder” means the individual(s) appointed by Subscriber to manage the Account and Users on behalf of the Subscriber. All Account Holders must be employees of Subscriber.
- “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 associated to the management of Assets, that is entered into, uploaded to, posted, transmitted or displayed through the Services by Subscriber 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.
- “Intellectual Property Rights” means 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.
- “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.
- “Package” 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 Website for, among other things, creating and managing the Account.
- “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.
- “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 create a user account for at Subscriber’s direction and any individual invited by Subscriber to become a user.
- “Website” means the website at http://code.slicecrowd.com/OfficeRnD-backup; https://app.officernd.com and any other URLs maintained by OfficeRnD for the purpose of making the Services accessible to Users.
- “We/Us/Our/OfficeRnD” means the OfficeRnD company described in Section 14 ‘Governing Law; Jurisdiction’.
- “Account” means an interface within the Website configured for Users authorised by Subscriber to upload, manage and share files and information including Content.
- 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 sub headings 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, non-sublicensable limited term right and licence to access and use, and to authorise and permit Users to access and use, the Services, 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 or Website, and OfficeRnD expressly reserve all such rights, title and interests.
- As between the parties, OfficeRnD shall hold title to all Intellectual Property Rights in and to the Services and Website. Such Intellectual Property Rights may only be used by Subscriber in the manner stated in this Agreement and Order Form. Under no circumstances shall Subscriber or a third party acquire any Intellectual Property Rights to the Services or Website. Access to the Services and Website is licenced, and not sold, on the terms set out in this Agreement
- Subscriber agrees that it shall not do or permit or authorise any Users to do any of the following acts:
- Modify, translate, amend or otherwise alter the Services or Website;
- Attempt to decompile, reverse engineer or otherwise disassemble, or create derivative works of or from any part of the Services or Website;
- Redistribute, encumber, sell, rent, lease or otherwise transfer any Services or portion of the Website, including in a timeshare or service bureau relationship; or
- Remove, alter, or destroy from the Services 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.
- Subscriber agrees to use the Services within the parameters of the Package 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@example.com 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 Website (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 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.
- The Services 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.
- 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 Subcriber’s account information 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.
- 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 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 or Website;
- Use any information provided in the Services 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 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 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, Website or any part thereof to violate or infringe anyone’s Intellectual Property Rights;
- Interfere with or disrupt the Website, servers, or networks connected to the Website, or disobey any requirements, procedures, policies, or regulations of networks connected to the Website;
- 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 or Website or any portion or feature of thereof, or any other systems or networks connected to the Website or to any of Our servers;
- Probe, scan, or test the vulnerability of the Website or any network connected to the Website (except with OfficeRnD express prior written consent and cooperation for security testing purposes only), nor breach the security or authentication measures on the Website or any network connected to the Website;
- Take any action that imposes an unreasonable load on the Services or Website or on OfficeRnD infrastructure or networks or any networks connected to the Website;
- Use the Services 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 in any other manner incompatible with the purpose thereof; or
- Provide access to the Services or Website to anyone else other than Users.
- Both parties agree that a breach of this Agreement by either party may cause the other party substantial and irreparable damages and, therefore, in the event of any such breach, in addition to other remedies which may be available, the other party shall have the right to seek specific performance and other injunctive and equitable relief.
6. API Terms
- In case Subscriber is granted a license to the API under the Order Form, the license is a limited, non-sub-licensable right to access the API, the Services and 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, including the API. In no way will Subscriber pass off, market or otherwise make representations that the OfficeRnD brand, Services 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 Website and any other marketing collateral.
- Subscriber is contracting with OFFICERND Limited, a company organized under the laws of the United Kingdom with offices located at 84 Eccleston Square, London, SW1V 1PX, UK 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.