Terms of Use:  O3Spaces Support Center, O3Spaces Composer Cloud Trial, O3Spaces Workplace Trial

Date of Last Revision: March 8, 2012

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THIS SITE.

O3Spaces Support Center, O3Spaces Composer Cloud Trial, O3Spaces Workplace Trial.

The materials on this O3Spaces Support Center & O3Spaces Workplace Cloud Trial Web site (the "Site") are provided by O3Spaces BV. ("O3Spaces") as a service to its users and may be used for informational purposes only subject to the provisions below. By downloading any materials from or otherwise using this Site, you as a user ("you") agree to these terms and conditions ("Agreement"). If you do not agree to them, do not use the Site or download any materials from it. You agree that this Agreement (and, if you are a user who has registered on this Site ("Registered User"), any provisions included in the registration process) is the complete and exclusive statement of the agreement between O3Spaces and you, which supersedes any proposal or prior agreement, oral or written, and any other communications between you and O3Spaces relating to the subject matter of this Agreement. O3SPACES MAY REVISE THIS AGREEMENT AT ANY TIME BY UPDATING THIS POSTING. YOU SHOULD VISIT THIS PAGE FROM TIME TO TIME TO REVIEW THE THEN-CURRENT TERMS BECAUSE THEY ARE BINDING ON YOU. CERTAIN PROVISIONS OF THESE TERMS MAY BE SUPERSEDED BY EXPRESSLY DESIGNATED LEGAL NOTICES OR TERMS LOCATED ON PARTICULAR PAGES AT THIS SITE.

DISCLAIMER: THIS SITE AND ANY MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. O3SPACES AND/OR ITS RESPECTIVE SUPPLIERS HEREBY DISCLAIM WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL O3SPACES OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS OR THE SITE, EVEN IF O3SPACES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL O3SPACES NOR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY LOSS OR INJURY ARISING OUT OF OR RELATING TO THIS AGREEMENT REGARDLESS OF THE FORM OF CLAIM OR ACTION, IN AN AMOUNT THAT EXCEEDS THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO O3SPACES (IF ANY) OR (B) ONE HUNDRED EUROS (€100.00). Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. Without limiting the foregoing, you should be aware that the Materials may contain errors, omissions, inaccuracies, or outdated information. O3Spaces makes no representations or warranties as to the completeness, accuracy, adequacy, currency, or reliability of any Materials and shall not be liable for any lack of the foregoing. O3Spaces makes no commitment to update the Materials.

OWNERSHIP OF MATERIALS: This Site and Materials located thereon are copyrighted and are protected by worldwide copyright, trademark, trade dress and other intellectual property laws and treaty provisions and may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without O3Spaces's prior written permission. Except as expressly provided herein, O3Spaces and its suppliers do not grant, by implication, estoppel or otherwise, any express or implied right to you under any patents, copyrights, trademarks, or trade secret information. Other rights may be granted to you by O3Spaces in writing or incorporated elsewhere in the Materials.

Registration Data; Account Security

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to O3Spaces, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

Proprietary Rights in Site Content; Limited License.

User Conduct

You understand that the Service and the Site are available for your personal, non-commercial use only. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

In addition, you agree not to use the Service or the Site to:

• harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
• use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
• use automated scripts to collect information from or otherwise interact with the Service or the Site;
• upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
• upload, post, transmit, share, store or otherwise make available any videos other than those of a personal nature that:
       i.   are of you or your friends,
       ii.  are taken by you or your friends, or
       iii. are original art or animation created by you or your friends;
• register for more than one User account, register for a User account on behalf of an individual other than yourself, or register for a User account on behalf of any group or entity;
• impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
• upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
• upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
• solicit personal information from anyone or solicit passwords or personally identifying information for commercial or unlawful purposes;
  * upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• intimidate or harass another;
• upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
• use or attempt to use another's account, service or system without authorization from O3Spaces, or create a false identity on the Service or the Site.
• upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of O3Spaces, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose O3Spaces or its users to any harm or liability of any type.

User Content Posted on the Site

You are solely responsible for the photos, profiles (including your name, image, and likeness), documents, presentations, spreadsheets, messages, notes, text, information, music, video, listings, and other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that O3Spaces may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of O3Spaces violates this Agreement, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to O3Spaces.

When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to O3Spaces an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that O3Spaces may retain archived copies of your User Content. O3Spaces does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

Copyright Complaints

We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the O3Spaces website or service any materials that violate another party's intellectual property rights. When we receive proper Notification of Alleged Copyright Infringement as described in our O3Spaces Copyright Policy, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeated infringers as described herein in accordance with the Digital Millenium Copyright Act. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to O3Spaces.

Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, O3Spaces has adopted a policy of terminating, in appropriate circumstances and at O3Spaces 's sole discretion, members who are deemed to be repeat infringers. O3Spaces may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

O3Spaces Sites, Spaces and Profiles

You may not set up an O3Spaces Profile, Space or Site on behalf of another individual or entity unless you are authorized to do so. This includes O3Spaces Profile, Space or Site Pages to support or criticize another individual or entity.

O3SPACES DOES NOT PRE-SCREEN OR APPROVE O3SPACES PAGES, AND CANNOT GUARANTEE THAT AN O3SPACES PAGE WAS ACTUALLY CREATED AND IS BEING OPERATED BY THE INDIVIDUAL OR ENTITY THAT IS THE SUBJECT OF AN O3SPACES PAGE. NOR IS O3SPACES RESPONSIBLE FOR THE CONTENT OF ANY O3SPACES PAGE, OR ANY TRANSACTIONS ENTERED INTO OR OTHER ACTIONS TAKEN ON OR IN CONNECTION WITH ANY O3SPACES PAGE, INCLUDING HOW THE OWNER OF THE O3SPACES PAGE COLLECTS, HANDLES, USES AND / OR SHARES ANY PERSONAL INFORMATION IT MAY COLLECT FROM USERS (PLEASE REVIEW THE O3SPACES PRIVACY POLICY IF YOU HAVE ANY QUESTIONS OR CONCERNS REGARDING THE USE OR SHARING OF YOUR PERSONAL INFORMATION). YOU SHOULD BE CAREFUL BEFORE PROVIDING ANY PERSONAL INFORMATION TO OR ENTERING INTO ANY TRANSACTION IN CONNECTION WITH AN O3SPACES PAGE.

In addition to these Terms of Use, O3Spaces Pages are subject to and governed by certain Additional Terms Applicable to O3Spaces Pages. The Additional Terms Applicable to O3Spaces Pages control in the event of any conflict between them and the Terms of Use.

User Disputes

You are solely responsible for your interactions with other O3Spaces users. We reserve the right, but have no obligation, to monitor disputes between you and other users.

Privacy

We care about the privacy of our users. Click here to view the O3Spaces's Privacy Policy. By using the Site or the Service, you are consenting to have your personal data transferred to and processed in the Netherlands.

USE OF PERSONALLY IDENTIFIABLE INFORMATION: Personally identifiable information submitted by you to O3Spaces through forms on the Site is treated according to O3Spaces's Privacy Policy . You agree that you have read and you understand the Privacy Policy.

Disclaimers

O3Spaces is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content posted on the Site or in connection with the Service, whether posted or caused by users of the Site, by O3Spaces, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Applications, Software or Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Site or Service.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. O3Spaces assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. O3Spaces is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service, including any Mobile Client software. Under no circumstances will O3Spaces be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content or Third Party Applications, Software or Content posted on or through the Site or the Service or transmitted to Users, or any interactions between users of the Site, whether online or offline.

THE SITE, THE SERVICE, ANY PLATFORM APPLICATIONS AND THE SITE CONTENT ARE PROVIDED "AS-IS" AND O3SPACES DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. O3SPACES CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. O3SPACES DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

O3Spaces reserves the right to change any and all content, software and other items used or contained in the Site and any Services and Platform Applications offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by O3Spaces.

Limitation on Liability

IN NO EVENT WILL O3SPACES OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF O3SPACES IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO O3SPACES FOR THE SERVICE DURING THE TERM OF MEMBERSHIP, BUT IN NO CASE WILL THE O3SPACES'S LIABILITY TO YOU EXCEED €100,-. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO O3SPACES FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM O3SPACES, REGARDLESS OF THE CAUSE OF ACTION.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Termination

O3Spaces may terminate your membership, delete your profile and any content or information that you have posted on the Site or through any Platform Application and/or prohibit you from using or accessing the Service or the Site or any Platform Application (or any portion, aspect or feature of the Service or the Site or any Platform Application) for any reason, or no reason, at any time in its sole discretion, with or without notice.

Governing Law; Venue and Jurisdiction

By visiting or using the Site and/or the Service, you agree that the laws of the Netherlands, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and O3Spaces or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the courts of the Netherlands, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the courts the Netherlands.

Arbitration

YOU AND O3SPACES AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE SITE AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions you enter into with a third party through the Site may be arbitrated.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, the Company will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Site and/or the Service (including your visit to or use of the Site and/or the Service) be instituted more than three (3) years after the cause of action arose.

Indemnity

You agree to indemnify and hold O3Spaces, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content, any Third Party Applications, Software or Content you post or share on or through the Site (including through the Share Service), your use of the Service or the Site, your conduct in connection with the Service or the Site or with other users of the Service or the Site, or any violation of this Agreement or of any law or the rights of any third party.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to O3Spaces are non-confidential and shall become the sole property of O3Spaces. O3Spaces shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Definitions and Constructions

Unless otherwise specified, the terms "includes", "including", "e.g.,", "for example", and other similar terms are deemed to include the term "without limitation" immediately thereafter. Terms used in these Terms with the initial letter(s) capitalized will have the meaning attributed to them in these Terms.

Other

These Terms of Use constitute the entire agreement between you and O3Spaces regarding the use of the Site and/or the Service, superseding any prior agreements between you and O3Spaces relating to your use of the Site or the Service. The failure of O3Spaces to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.
 

O3Spaces Composer Trial and Workplace Trial Terms & Conditions

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING AND/OR USING SOFTWARE OR SERVICES FROM O3SPACES. BY USING O3SPACES SOFTWARE OR SERVICES, YOU SIGNIFY YOUR ASSENT TO AND ACCEPTANCE OF THIS AGREEMENT AND ACKNOWLEDGE YOU HAVE READ AND UNDERSTAND THIS AGREEMENT. AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE O3SPACES SOFTWARE OR SERVICES.

This O3Spaces Trial Agreement (the "Agreement") is between O3Spaces BV ("O3Spaces") and the user ("Company") of O3Spaces software and/or services who accepts the terms of this Agreement.

1. Evaluation. The evaluation begins on the date Company accepts this Agreement and ends thirty (30) days later (the “Evaluation Period”). During the Evaluation Period, O3Spaces grants to Company: (a) the right to a non-exclusive, non-transferable, non-sublicensable, license to use the O3Spaces Enterprise software or O3Spaces Cloud service (“Software”) only for Company's evaluation use on non-production systems; and (b) the right to receive Services for the Software. Company will not, during the Evaluation Period or thereafter (i) use the Software with the O3Spaces Free Edition software, (ii) distribute the Software to any third party or publish the Software in any way such that a third party could access it; (iii) transfer, use or export the Software in violation of any laws or regulations of any government or governmental agency; or (iv) reverse engineer, decompile or modify any portion of the Software. O3Spaces and its licensors will own all right, title, and interest to the Software, technology, information, code or software provided to Company, including all portions, copies or modifications thereof. Use of the Composer Cloud trial environment is only permitted from devices that hold a valid Microsoft Office license.
2. Services. “Services” means access to O3Spaces’s network delivery mechanisms and the ability to log up to three (3) support cases. Company must designate one person as its technical support contact for receipt of Services. The technical support contact should have “read, write and execute” access to the necessary files, English language communication skills and relevant technical knowledge. O3Spaces will provide and Company will use Services only for non-production systems authorized by this Agreement, and for Company’s benefit only. Company will not use the Services for the O3Spaces Free Edition software. No support issues will be treated as Priority 1 under this Agreement and no specific service level agreement is provided. O3Spaces may, at its discretion, decline to provide Services for Software that has been modified or changed by Company in any way, except as expressly directed by O3Spaces. Unauthorized use of the Services is a material breach of this Agreement and will result in immediate termination of this Agreement.
3. Confidentiality. O3Spaces and Company mutually agree to use their best efforts to keep the Software and other proprietary information received from the other confidential. Such material must be specifically and clearly marked as being confidential or proprietary. This Section shall not apply to any publicly available or independently developed information.
4. Limitation of Liability. FOR ALL EVENTS AND CIRCUMSTANCES, O3SPACES AND ITS AFFILIATES’ AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT TO EXCEED THE AMOUNT THAT COMPANY PAID TO O3SPACES UNDER THIS AGREEMENT.
5. Disclaimer of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL O3SPACES OR ITS AFFILIATES BE LIABLE TO COMPANY OR ITS AFFILIATES FOR DAMAGES OTHER THAN DIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, REGULATORY NON-COMPLIANCE, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF O3SPACES OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Warranty. THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. O3SPACES DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE SERVICES OR SOFTWARE WILL BE UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, OR BE ERROR FREE OR THAT O3SPACES WILL CORRECT ALL SOFTWARE ERRORS. Company agrees that it is solely responsible for its use and evaluation of the Software and Services.
7. Governing Law/Consent To Jurisdiction. The validity, interpretation and enforcement of this Agreement will be governed by and construed in accordance with the laws of England and Wales without giving effect to the conflicts of laws provisions thereof or the United Nations Convention on Contracts for the International Sale of Goods. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of the courts located in the Netherlands.
8. Complete Agreement. This Agreement constitutes the exclusive terms and conditions with respect to the subject matter of this Agreement, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by Company to place orders or otherwise effect transactions. This Agreement represents the final, complete and exclusive statement of the agreement between the parties with respect to subject matter of this Agreement and all prior written agreements and all prior and contemporaneous oral agreements with respect to the subject matter of this Agreement are merged therein.
9. Survival. Any provision of this Agreement that may reasonably be expected to survive its termination, including but not limited to Sections 3- 9, will survive the termination of this Agreement.