These terms of service (Terms) govern your use of the Services (defined below) provided by us. By clicking ["I Accept"] [OR] ["I Agree"] or by signing this document, you signify your acceptance of the Terms and agree to be bound by them for as long as you are using or accessing the Services. If you do not agree to these Terms, please do not access or use the Services. By continuing to use the Services you are indicating that you have agreed to be bound by the Terms. We may amend the Terms from time to time and you agree to be bound by the revised Terms as and when they are amended. You are encouraged to revisit the Terms regularly.
For the purposes of these Terms, the term Services shall mean (a) the Jumpree software consisting the suite of co-working building management software (Software), (b) the related services (which includes processing, maintenance, and software updates) that are provided by us to you (Add-on Support) and (c) the Jumpree mobile application (App) that may be accessed by your customers upon your invitation.
The terms "we'', ''us'' or ''our" shall mean [Smarten Spaces Singapore], [Smarten Spaces USA] [Linkdigi Spaces Pvt. Ltd.], being an entity which has executed a commercial proposal with you to provide the Services. The terms "you'' or ''your" shall mean or refer to a customer who has entered into a contract with us to use the Services (Customer). The term User shall mean any person who uses the App at your instructions or to avail any services from you. You are responsible for procuring the compliance of all Users with these Terms.
Description of Services
As a part of the Services, we will provide the Software to you which will include the following modules:
Right to Use the Services
You are hereby granted the right to access or use the Services in accordance with these Terms and the commercial proposal shared with you. You may access and use the Services only upon signing and returning the commercial proposal to Us and upon accepting these Terms.
To use the Services, you will need to register with us. We will set up an account (Account) for you by providing you login details for that account on an agreed date. You must provide accurate and complete information and keep the Account information updated.
You shall be solely responsible for the activity that occurs on your Account. You must keep your login data (password) confidential. You must use all reasonable endeavours to ensure that no unauthorised person accesses the Services or uses your account. You must immediately inform us if there are indications that any third party is misusing your account.
You agree, and will procure that your Users agree, to provide us a non-exclusive licence to store, copy and otherwise use any information provided by you, or your Users, in order to use the Services in accordance with these Terms.
In providing us with any information you warrant, and will procure a warranty from your Users, that the information, and its use by us in accordance with the terms of this Agreement, will not:
Information provided by you may be disclosed by us to our officers, employees, agents, insurers and professional advisers.
You acknowledge and agree that any and all metadata that is generated from the use of the Services by you and the Users will be owned by us and may be used by us to the provide the Services to you and for any other purposes that we may determine. Such purposes may include, but will not be limited to, making the Services functional and usable, improving the performance of the Services, making additions or modifications to existing Services, improving Customer and User experience, identifying and correcting app errors and bugs, and verifying your compliance with the terms of this agreement.
You agree that you will use the Services for lawful purposes only and comply with all applicable laws and regulations. You agree that you will not do anything that may impair the performance or any functionality of the Services or the servers on which the Services are hosted.
You agree to provide authentic and true information in all instances where any information is requested of you. If at any time, the information provided by you is found to be false or inaccurate (wholly or partly), we reserve the right to suspend or terminate your access to the Services in the future without any prior intimation whatsoever.
When you or the Users access the Services, you agree not to, and you agree to procure that the Users do not: (i) scrape or attempt to scrape or extract any data, including information provided by third parties or other Users of the Services, (ii) use the Services for any monitoring, benchmarking or throttling or any other purposes that may impair the performance or functionality of the Services, (iii) access or attempt to access any content available on the Services by any means other than through the interface provided by us.
You agree not to sub-license your right, or allow any authorised person, to access and use the Services. You must not, and you will procure that the Users will not, frame or otherwise re-publish or re-distribute the Services unless specifically allowed by us. You must not, and you will procure that the Users will not, alter or adapt or edit the Software. Neither you, not the Users have the right to access the object code or source code of the Software, the App or any software used to provide the Add-on Support, at any time.
You agree that while using the Services, you will not, and you will procure that the Users will not, post, upload, publish, transmit or share any material or information that: (a) belongs to another person and to which you do not have any right to; (b) is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; (c) harms minors in any way; (d) infringes any patent, trademark, copyright or other proprietary rights; (e) violates any law for the time being in force; (f) deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; (g) impersonates another person; (h) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; (i) threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation. In the event, we receive any court order or notification from a government agency that any information posted by you or any User amounts to a breach of this provision, we will take such steps necessary as required under law to remove or disable access to such information and may suspend or terminate your access at our sole discretion.
PAYMENT AND FEES
You will pay us all fees, charges and amounts specified in the commercial proposal in a timely manner, as specified in the commercial proposal.
The Services may contain copyrighted material, trademarks, and other proprietary information and intellectual property owned by us or other third parties. We do not confer upon you, or the Users, any rights to the intellectual property belonging to us or any third party. You agree not to, and you will procure that the Users will not, copy, modify, publish, transmit, distribute, perform, display, or sell any such intellectual property. Any use of the Services or its contents without our permission is prohibited.
The following trade names/trademarks indicated on the Services are our trade names/trademarks and may not be used in connection with any product or service that is not ours in any manner that is likely to cause confusion among Users or that disparages or discredits us:
Our role will be limited to obtaining and processing any personal data of a User on your behalf in pursuance of our contractual obligations. You agree that as the data controller, you will be responsible to the data provided by a User when using the App or any other Services. By disclosing any personal data of Users to us under or in connection with contractual obligations, you warrant that you have a legal right to disclose all such data, and that the processing of such personal data by us will not breach any applicable data protection or data privacy laws. To the extent that we process personal data provided by the Users, you agree that all actions taken by us are pursuant to contractual obligations, and instructions from you in relation to the processing of that personal data.
If we receive any notice or claim that any personal data, or activities hereunder with respect to any personal data, may infringe or violate rights of a User or any other third party, we may suspend activity hereunder with respect to that data. You agree that you will indemnify us from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any notice, claim or harm arising from the processing of any personal data provided by a User.
We have in place appropriate security measures that shall comply with all the applicable laws for the protection of the personal data, including but not limited to the Information Technology Act, 2000 and the rules thereunder.
It is our endeavour to ensure that the Services are accessible to you from everywhere on a 24x7 basis. However, we may, from time to time and without prior notice of downtime, suspend access to the Software or to some parts thereof for maintenance or other reasons. We may also, at our sole discretion, either temporarily or permanently disable access to the Services for specific Users. You agree that you have no expectation of or right to permanent and uninterrupted access to the Services.
THIRD PARTY DISCLAIMERS
We do not guarantee that our other customers of the Services will comply with these Terms. You hereby assume all risk of any harm or injury which may result to you on account of such non-compliance by third party customers and from the Users. We shall not be liable for any such harm or injury resulting from any third-party use.
We do not guarantee or make any representations regarding the content of any third-party sites. If you access a link of any third-party website, you hereby acknowledge that you do so entirely at your own risk and expense.
We shall not be responsible for any dispute between you and any other third party arising out of the use of the Services. We shall not be held liable for any negligent conduct or behaviour of any third party in relation to the use of the Services.
You agree to indemnify us for all claims, proceedings, penalties, damages, losses, actions, costs and expenses arising out of or in relation to your and your Users' (i) misuse of the Services (ii) breach of these Terms, (iii) violation of any law, rules or regulations or the rights of a third party, or (iv) any fraudulent act on your part or the part of your Users.
LIMITATION OF LIABILITY
We will not be responsible for the accuracy, completeness, reliability, fitness, availability or relevance of any information provided by you for the use of the Services.
You hereby acknowledge and agree that we will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, reputation, goodwill, business opportunities, data or other intangible losses or be liable for any loss or damages of any kind whatsoever arising out of the use of, or inability to use, the Services, however arising whether by tort or by contract, including without limitation, damages for loss or corruption of data or programs and service interruptions, even if the we know or have been advised of the possibility of such damages.
We also disclaim any and all liability for the acts, omissions and conduct of any third parties in connection with or related to the use of the Services. We will not be responsible or liable for any damages or losses resulting from any correspondence or business dealings with third-party service providers or advertisers or resulting from the presence of such advertisers on the Services.
WE MAINTAIN AND PROVIDE THE SERVICES ON AN "AS IS" BASIS AND OFFER NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES. WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE SERVICES ARE NEVER WHOLLY FREE FROM DEFECTS, ERRORS AND BUGS, AND WE GIVE NO WARRANTY OR REPRESENTATION THAT THEY WILL BE WHOLLY FREE FROM SUCH DEFECTS, ERRORS AND BUGS. WE DO NOT WARRANT THAT THE SERVICES OR WILL BE COMPATIBLE WITH ANY APPLICATION, OR SOFTWARE NOT SPECIFICALLY IDENTIFIED AS COMPATIBLE BY THE OUR TEAM.
YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT YOU WILL NOT HOLD US RESPONSIBLE FOR ANY CONTENT THAT MAY BE DEEMED OFFENSIVE, INDECENT, OR OBJECTIONABLE TO YOU. IN PARTICULAR, WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF ANY KIND ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES.
WE WILL NOT AND DO NOT PURPORT TO PROVIDE ANY LEGAL, TAXATION OR ACCOUNTANCY ADVICE OR IN RELATION TO THE SERVICES AND WE DO NOT WARRANT THAT THE SERVICES WILL NOT GIVE RISE TO ANY CIVIL OR CRIMINAL LEGAL LIABILITY ON THE PART OF CUSTOMERS OR ANY OTHER PERSON.
You will have the right to use the Services, and the Users will have the right to use the App, only for the duration specified in the commercial proposal, unless renewed by means of an explicit communication to this effect from us. If no renewal has been communicated to you within 30 days from the expiry of the period specified in the commercial proposal, your right to use the Services will expire.
If you violate or breach any of these Terms, we may suspend or terminate your account or your access to the Services, at our discretion. In such event, we shall not be liable for any refunds or damages.
This agreement may be terminated by us for any or no reason at our convenience to the end of each month or billing period. We additionally reserve the right to terminate this agreement in the following events:
(i) You fail to comply with any applicable legal provisions;
(ii) There is a breach of your obligations arising from these Terms;
(iii) You fail to pay the fees for the Services as agreed in the commercial proposal;
(iv) A proceeding of winding-up or any such similar proceeding is brought against you.
Consequences of Termination
In the event of termination of these Terms or the expiry of your right to use the Services, your Account will be disabled, and you may not be granted access to your Account or any files or other content contained in the Account although residual copies of information may remain in our system. Any rights of use granted to you for using the Services or shall expire immediately and you shall cease to use of the Software. Your Users would also no longer be able to access or use the App, and you will procure that they cease to use the App.
After a period of inactivity, whereby you fail to log in to an Account for a period of nine months, we reserve the right to disable or terminate the Account. If an Account has been deactivated for inactivity, the subdomain associated with that Account may be given to another Customer without further notice.
GOVERNING LAW & DISPUTE RESOLUTION
These Terms shall be governed by the laws of the state or country in which we are incorporated, and any disputes or proceedings arising hereunder shall be subject to the exclusive jurisdiction of the courts of the state or country in which we are incorporated.