Last Revised: October 05, 2016
These Collabspot Terms of Services (these “Terms”) explain the relationship between Collabspot Pte Ltd. (“Collabspot”, “we” or “us”) and you when you download, install, use and after the trial period purchase the “Collabspot Services”. Collabspot Pte Ltd is a private limited company established under Singapore law, Singapore commercial registration N° 2013-05565Z, located at Level 42, Suntec Tower Three, 8 Temasek Boulevard, Singapore 038988.
BY USING THE COLLABSPOT SERVICES, YOU REPRESENT TO US THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO THIS AGREEMENT.
IF YOU ARE USING THE COLLABSPOT SERVICES ON BEHALF OF YOUR EMPLOYER, YOUR ACCEPTANCE OF THESE TERMS IS DEEMED AN AGREEMENT BETWEEN YOUR EMPLOYER AND COLLABSPOT PTE LTD AND YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND YOUR EMPLOYER TO THESE TERMS.
1. License Grant.
The Collabspot Services are owned by Collabspot and are licensed, not sold, to you. Collabspot grants to you a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access, download, install and use the Collabspot Services subject to the limitations set forth in these Terms, any relevant purchase order or ordering document related to the Collabspot Services (“Order Form”) and any and all other terms and policies set forth in the Collabspot Services. You acknowledge that the source code for the Collabspot Services and other trade secrets embodied in the Collabspot Services have not been and will not be licensed or otherwise disclosed to you. All rights not expressly granted herein are reserved by Collabspot.
2. Use of Collabspot Services.
2.1 Free trial, Subscription and Payment
Collabspot offers a 15 days free trial of Collabspot services. Following the 15 days free trial, you have the possibility to subscribe and pay for Collabspot services (i) online with your Credit Card or (ii) by contacting Collabspot by email and requesting an offline invoice (email email@example.com) or (iii) by contacting any of Collabspot approved resellers listed on www.collabspot.com reseller pages.
Collabspot Services fees are listed on www.collabspot.com. Please visit the pricing pages relevant to the CRM software you are using. Collabspot reserves the right to change the Fee Schedule upon thirty (30) days advanced notice to paying customers.
Collabspot does not store, process or transmit any of your credit card data but relies on Paypal, Stripe and Fastspring to handle these functions for Online payments.
Your Collabspot Service will not be activated until your first payment is received. Payments are due in accordance with the Fee Schedule every thirty (30) days in advance or every 1 (one) year in advance. Fees are automatically charged to the credit card that you provided when you registered for the Collabspot Service. To cancel the Collabspot Service, visit your www.fastspring.com account page and click the ‘Cancel Subscription’ link, or use Collabspot support portal to request the cancellation . We begin to process cancellation requests immediately, but your credit card provider may require several days to process your cancellation request. We are not responsible for delays caused by your credit card company.
If payment in full of any amount owed to Collabspot under these Terms is not received by Collabspot within thirty (30) days after such payment has become due, such amounts will thereafter bear interest at the rate 0.05% per day or the maximum rate permitted by applicable law, whichever is less. If any payment due Collabspot is collected at law or through an attorney at law or under advice therefrom or through a collection agency, you agree to pay all costs of collection, including, without limitation, all court costs and reasonable attorneys’ fees
Refunds, Upgrading and Downgrading Terms:
You can upgrade or downgrade anytime the plan or number of licences purchased. Proceed online or send your request using Collabspot support portal.
Upgrades will be invoiced prorated the number of days remaining to the end date of the billing cycle.
Downgrade will not be reimbursed, but the next payment for the next billing cycle will be adjusted to the new amount.
You can terminate your contract anytime. Send your request using Collabspot support portal.
Unused subscription due to early termination will not be reimbursed.
2.2 Your Responsibilities
You are responsible for providing the equipment and services that you need to access, download, install and use the Collabspot Services. Collabspot does not guarantee that the Collabspot Services are accessible on any particular equipment or device or with any particular software or service plan.
You are responsible for all activities that occur through your Login Credentials, whether or not authorized by you. Please do not share your Login Credentials with any other person.
You will use the Collabspot Services only for your internal business purposes and in accordance with applicable laws, rules and regulations. You are responsible for all of your activities that occur within, through or as a result of your use of the Collabspot Services. You agree that you will not use the Collabspot Services for unlawful purposes or to engage in any illegal, offensive, indecent or objectionable conduct, including violation of any third party privacy or other rights. You agree that you will not use the Collabspot Services if you are under the age of majority in your place of residence or otherwise not fully able and competent to agree to these Terms.
The Collabspot Services allow you to upload, transmit and use information and other content to and through the Collabspot Services (collectively, “Your Content”). You are solely responsible for the accuracy, quality, legality and means by which you acquired Your Content.
Except as specifically permitted in these Terms or expressly authorized in writing by Collabspot, you agree that you will not directly or indirectly: (a) distribute, sell, assign, encumber, transfer, rent, lease, sublicense, modify or time-share the Collabspot Services; (b) reproduce, adapt, create derivative works of, translate, localize, port or otherwise modify any of the Collabspot Services; or (c) permit any third party to engage in any of the acts described in clauses (a) and (b).
You are not permitted to: (w) remove or alter any copyright or other proprietary rights’ notice or restrictive rights legend contained or included in any of the Collabspot Services; (x) decompile, disassemble, reverse compile, reverse assemble, reverse translate or otherwise reverse engineer any of the Collabspot Services; (y) use any means to discover the source code of the Collabspot Services or to discover the trade secrets in the Collabspot Services; or (z) otherwise circumvent any functionality that controls access to or otherwise protects the Collabspot Services.
You are responsible for complying with all laws, rules and regulations (including those relating to internet, data and email privacy) that apply to your use of the Collabspot Services.
2.3 Our Responsibilities
Collabspot is responsible for providing the Collabspot Services in accordance with these Terms and all applicable laws, rules and regulations.
We will maintain commercially reasonable administrative, physical and technical safeguards intended to protect the security, confidentiality and integrity of information that you provide to or through the Collabspot Services.
Collabspot reserves the right but is not obligated to improve, enhance or modify the Collabspot Services. We will notify you in advance of changes to the Collabspot Services that may significantly adversely affect the manner in which you use the Collabspot Services or the manner in which the Collabspot Services perform.
Collabspot is not responsible for the content of Other Services or for losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees (“Claims”) arising from your use of content, information, web sites, Software, services and other materials of third parties with which you may interact when you use the Collabspot Services (collectively, “Other Services”). YOU ACCESS OTHER SERVICES ENTIRELY AT YOUR OWN RISK AND YOU ARE RESPONSIBLE FOR COMPLYING WITH TERMS AND CONDITIONS APPLICABLE TO YOUR ACCESS AND USE OF OTHER SERVICES.
We use commercially reasonable efforts to make the Collabspot Services available to you 24 hours per day, seven (7) days per week, excluding scheduled maintenance time, unavailability caused by you or any software, hardware or service not provided by us, unscheduled downtime and/or any cause beyond our reasonable control (including without limitation natural disasters, wars, terrorist act, civil disturbances, acts of any government or agency thereof, strikes or other labor problems, Internet service or other third party service providers’ failures or delays and systemic electrical, telecommunications or other utility outages or failures).
2.5 Your Content
You hereby agree that you are solely responsible and liable for any and all information, data files, written text, computer software, music, audio files or other sounds, photographs, videos, images, and other content (collectively “Content”) that you store, transmit, display, or otherwise use in connection with the Service, and for the consequences of your actions in connection with such Content and your use of the Service. You agree that Collabspot has no responsibility to you or to any third party in connection with such Content. You are solely responsible for any losses or damage suffered by Collabspot in connection with your Content. You hereby represent and warrant that you will not store or otherwise use any Content in connection with the Service that: (a) violates these Terms; (b) is defamatory, libelous, abusive, illegal, profane, indecent, pornographic, obscene, hateful, offensive, harassing, or threatening in any way; (c) constitutes or encourages conduct that would be considered a criminal offense or give rise to civil liability, or otherwise intentionally or unintentionally violate any law, rule or regulation; (d) violates any third party’s copyright, trademark, patent, trade secret, or other personal or proprietary right; (e) invades or interferes with the rights of privacy or publicity of any person; or (f) contains a virus, malicious code or any other harmful component.
Collabspot reserves the right, at any time in its sole discretion and without notice to you, to pre-screen, review, monitor, flag, filter, modify, refuse or remove any or all Content from the Service, but Collabspot has no obligation to do so. You agree to immediately take down, delete or modify any Content that is stored by you through the Service that violates these Terms or any applicable laws, rules, or regulations, including pursuant to a take down, deletion or modification request from Collabspot. In the event that you elect not to comply with a request from Collabspot to take down, delete or modify certain Content, Collabspot reserves the right to directly take down, delete or modify such Content. Collabspot assumes no liability or responsibility arising from your activities in connection with the Service, including, without limitation, Content that you store or otherwise use in connection with Service.
Collabspot claims no ownership or control over your right, title and interest in your Content. You retain copyright and any other intellectual property and other proprietary rights you already hold in your Content, and you are solely responsible for protecting those rights, as you deem appropriate. By submitting, storing, displaying, or otherwise using your Content in connection with the Service, you hereby grant Collabspot a worldwide, royalty-free, fully-paid-up, non-exclusive license to reproduce, perform, modify, display, distribute, and otherwise use such Content for the purpose of enabling Collabspot to provide the Service to you, including, without limitation, storing and retrieving the Content, making the Content available through the Service, adapting the Content for technical display and transmission, conforming the Content to the limitation and terms of the Service, and any other use related to the maintenance, provision and improvement of the Service
You hereby agree that Collabspot, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, in presentations, marketing materials, customer lists, financial reports and web site listings (including links to your web site) for the purpose of advertising or publicizing the Service.
Collabspot will not disclose any of your Content, except: (a) if you expressly authorize us to do so in connection with your use of the Service; (b) as necessary to provide the Service to you; or (c) to comply with the request of any governmental or regulatory body, subpoenas or court orders, or as otherwise required by applicable law, rule or regulation. If we receive a subpoena, court order, or other request from a governmental or regulatory body requesting the disclosure of any of your Content, we will use good faith efforts to provide you with reasonable notice to allow you to seek a protective order or other appropriate remedy (except to the extent Collabspot’s compliance with the foregoing would cause it to violate a court order or other legal requirement). You are required to respond to third party requests about your Content, and we may provide your contact information to third parties, and suspend or terminate your access to the Service and your Content, if you fail to respond to such third party requests.
Collabspot may use usage patterns, trends and other statistical data derived from your Content and use of the Service for purposes of providing, operating, maintaining, or improving the Service.
If you send or transmit any communications or materials to Collabspot by mail, electronic mail, telephone, or otherwise (“Feedback”), suggesting or recommending changes to our Site or Service, including without limitation, new features or functionality relating thereto, any comments, questions, suggestions, or the like, all such Feedback are, and will be treated as, non-confidential and non-proprietary. This means that you give up any claim that the use of such Feedback by Collabspot or its agents, violates any of your rights including moral rights, privacy rights, proprietary or other property rights, rights of publicity, rights to credit for material or ideas, or any other right, including the right to approve the way Collabspot uses such Feedback.
You hereby assign all right, title, and interest in, and Collabspot is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that Collabspot is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
We warrant that we have validly entered into these Terms and have the legal power to do so. You warrant that (i) you have validly entered into these Terms and have the legal power to do so and (ii) you have all necessary rights, licenses, consents and permissions to use Your Content with the Collabspot Services.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, YOU ACKNOWLEDGE THAT THE COLLABSPOT SERVICES ARE SUPPLIED TO YOU ON AN “AS IS” BASIS AND THAT USE OF THE COLLABSPOT SERVICES IS AT YOUR SOLE RISK. COLLABSPOT HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES REGARDING THE COLLABSPOT SERVICES AND THE USE, PERFORMANCE, OPERATION AND SUPPORT THEREOF, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, INTERFERENCE WITH ENJOYMENT, ACCURACY, COMPLETENESS, INTEGRATION, FREEDOM FROM DEFECTS OR DISABLING DEVICES, UNINTERRUPTED USE AND ALL WARRANTIES IMPLIED FROM ANY COURSE OF DEALING OR USAGE OF TRADE. COLLABSPOT DOES NOT WARRANT THAT (A) THE COLLABSPOT SERVICES WILL MEET YOUR REQUIREMENTS, (B) OPERATION OF THE COLLABSPOT SERVICES WILL BE UNINTERRUPTED OR VIRUS- OR ERROR-FREE, (C) THAT THE COLLABSPOT SERVICES WILL OPERATE OR BE COMPATIBLE WITH ANY OTHER APPLICATIONS OR ANY PARTICULAR SYSTEMS OR DEVICES, (D) DEFECTS IN THE COLLABSPOT SERVICES WILL BE CORRECTED. ANY ORAL OR WRITTEN ADVICE PROVIDED BY COLLABSPOT OR ITS AUTHORIZED AGENTS WILL NOT BE DEEMED TO CREATE ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
4. Limitation of Liability
COLLABSPOT’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THE DELIVERY, USE OR PERFORMANCE OF THE COLLABSPOT SERVICES OR THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) WILL NOT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT; PROVIDED THAT IN NO EVENT SHALL COLLABSPOT’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE FOREGOING LIMITATION WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS.
IN NO EVENT WILL COLLABSPOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL AND PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE COLLABSPOT SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF COLLABSPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING DISCLAIMER OF LIABILITY WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You agree that the above limitations of liability, together with the other provisions in these Terms that limit liability, are essential terms of these Terms and that Collabspot would not be willing to grant you the rights set forth in these Terms but for your agreement to these limitations of liability.
The Collabspot Services, including the “look and feel” (e.g., text, graphics, images, logos), content and other material, are protected under copyright, trademark and other laws. You acknowledge and agree that Collabspot owns all right, title and interest in and to the Collabspot Services (including without limitation any and all patent, copyright, trade secret, trademark, show-how, know-how and any and all other intellectual property rights therein or related thereto) and you agree not to take any action(s) inconsistent with such ownership interests. You do not acquire any rights or licenses under any of Collabspot’s copyrights, patents, patent applications, copyrights, trade secrets, trademarks or other intellectual property rights on account of these Terms. Any and all (a) suggestions for correction, change and modification to the Collabspot Services, evaluation data, evaluations and other feedback (including but not limited to quotations of written or oral feedback, information and reports provided to Collabspot by you (collectively, “Feedback”)), and all (b) improvements, updates, modifications or enhancements, whether made, created or developed by Collabspot or otherwise relating to the Collabspot Services (collectively, “Revisions”), are and will remain the property of Collabspot. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grant you any right, title or interest in the Collabspot Services or in any such Feedback or Revisions. All Feedback and Revisions become the sole and exclusive property of Collabspot and Collabspot may use and disclose Feedback and Revisions in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Collabspot any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights, and any and all other intellectual property rights) that you may have in and to any and all Feedback and Revisions. Upon request by Collabspot, you will execute any document, registration or filing required to give effect to the foregoing assignment.
You agree to indemnify and defend Collabspot and its affiliates, directors, officers, employees and agents from and against all Claims brought against Collabspot by any third party arising from your use of the Collabspot Services or any violation of these Terms, the rights of a third party or applicable law. Your indemnification obligations set forth in this Section 8 apply to any applicable actions taken under your Account. Collabspot reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects the rights or obligations of Collabspot may be made without Collabspot’s prior written approval.
7. Modifications to Terms
We may modify these Terms at any time. Modifications become effective immediately upon your first access to or use of the Collabspot Services after the “Last Revised” date at the top of this page. Your continued access or use of the Collabspot Services after the modifications become effective is deemed your conclusive acceptance of the modified Terms.
These Terms will automatically terminate when you fail to comply with any term or condition of these Terms. Upon termination, you will cease all use of the Collabspot Services and will destroy any copy (full or partial) of any and all parts of the Collabspot Services in your possession or control. Termination will not limit any of Collabspot’s other rights or remedies at law or in equity. This Section 11 along with Sections 3, 4, 5 will survive any termination or expiration of these Terms.
You are solely responsible for any and all duties, taxes, levies or fees (including any sales, use or withholding taxes) imposed on or in connection with these Terms or the Collabspot Services by any authority.
You agree that a breach or a threatened breach of these Terms will cause injury to Collabspot for which money damages will not provide an adequate remedy and Collabspot will be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages.
These Terms may not be modified except by a writing executed by the duly authorized representatives of Collabspot. No other act, document, usage or custom will be deemed to modify or amend these Terms. These Terms will inure to the benefit of and will be binding upon each party’s successors and assigns. These Terms and the licenses granted hereunder may be assigned by Collabspot but you may not assign them without the prior express written consent of Collabspot.
If either party fails to perform any term hereof and the other party does not enforce such term, the failure to enforce on any occasion will not constitute a waiver of any term and will not prevent enforcement on any other occasion.
Nothing contained in these Terms will be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.
In the event that either party is prevented from performing, or is unable to perform, any of its obligations under these Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance will be extended for the period of delay or inability to perform due to such occurrence
Please direct questions regarding these Terms to firstname.lastname@example.org with “Terms of Service” in the subject line.
12. Assignment of Jurisdiction
These Terms are governed by and enforced in accordance with the laws of the Republic of Singapore.