Exclusive Venture's officeatgo is an application for Employee & Office Management meant for companies who conduct ethical business(es) or not for profit actions as per the law of land.
If you are interested in using the officeatgo, you must apply for Registration through the “Register” link on the app and get Registered as a member of the app ("Member"). The Member or any users using the app agree to be bound by these Terms and Conditions of Use ("Agreement"). This Agreement sets out the legally binding terms for your use of the app Service and Membership. This Agreement may be modified by officeatgo from time to time.
This Agreement was last updated on August, 2021. It is effective between Customer / Company / Member and Office At Go as of the date of Customer’s accepting this Agreement.
The Registration / Subscription Charges at the officeatgo app are for getting your company registered for the app services for the said period as per your chosen plan. The app reserves the right to cancel the registration / subscription of any company anytime without citing any reason thereof.
The registration of the Company happens through their Master Admin email ID. The Registrant (Master Admin) has to be the authorized individual by the company who is allowed and is Responsible for Registration and for adding / managing Company features like Employees details, Office details, Logo etc and also manage Company’s Announcements and Communication to employees on the behalf of the Company. The Master Admin then can add further Sub Admins and or employees and or Members. All the inputs / entries by the Master Admin or Sub Admin any Employees or Company's Members will be sole responsibility of Registrant that is Member / Company / Customer / Master Admin. The Member / Company / Customer accepts that in no case Officeatgo or its team will be responsible or liable for any inputs / entries on the web pages utilized by the Member / Company / Customer or any communication made from features / tools provided by officeatgo app. It will be Member / Company / Customer’s responsibility to manage discipline, decorum and right practices amongst its employees / members / sub admins / master admin for the inputs, content on the app, communication between members / submembers and a healthy and ethical environment and follow applicable laws.
1. SaaS Services.
Office At Go will perform for Customer the workplace experience services (the “SaaS Services”) subject to the Order Form, these Terms and Conditions, and Office At Go’s then - current Features.
Office At Go endeavors to give Customer written notice (by email or by updating it on the app) before any changes to the Terms. Customers may object to any such changes that would materially and negatively affect it by giving written notice of such objections to Office At Go within fifteen (15) days after receipt of such written notice. In such case the Parties will discuss the matter in good faith and if Customer does not wish the changes to apply to it Customer may terminate this Agreement by giving Office At Go written notice.
Use of the SaaS Services is limited to Customer-designated users employed by or contracted to Customer or its subsidiaries who have agreed during the authentication process to abide by the Acceptable Use Requirements (“Customer Users”), and Customer will be responsible to Office At Go for such users’ compliance with this Agreement.
1.1. SaaS Service Connection.
(a) Office At Go endeavors to make the SaaS Services accessible twenty-four (24) hours, seven (7) days a week, provided, however, that from time to time, Office At Go and its service providers may perform scheduled or unscheduled maintenance, and access to the SaaS Services may be impaired or interrupted while such maintenance is being performed.
Therefore we will try to maintain an overall up-time of 98% for a calendar year.
Office At Go will endeavor to limit scheduled maintenance to non-business hours and to give reasonable written notice in advance of any maintenance that would cause the SaaS Services to be unavailable to Customer. However the Customer accepts that Officeatgo is not liable for any business or consequential losses incurred to the Customer due to disruption in the service.
(b) Customer shall be solely responsible for (i) Customer’s Internet connection (the speed of which may have a significant impact on the responsiveness of the SaaS Services), including all Internet service provider connection charges, and (ii) the connection of Customer’s hardware to the Internet via Customer’s Internet gateways.
1.2. Use of SaaS Services. Customer will not use the SaaS Services to transmit, store or publish any content that is obscene, libelous, threatening or unlawful or that infringes or violates any rights. Subject to the terms and conditions of this Agreement and any applicable Order, Office At Go may impose limits on Customer’s bandwidth use and file hosting storage used by Customer with the Office At Go Platform or impose additional fees or throttle Customer’s file hosting with the Office At Go Platform if Customer exceeds such limits. Office At Go further reserves the right to suspend performance of SaaS Services in the event of Customer’s, or a Customer User’s, unauthorized use, disruption or abuse of Office At Go’s resources (as reasonably determined by Office At Go); provided Office At Go shall provide Customer with such notice (which may be by email) as is feasible under the circumstances. Customer will, and will cause each Customer User to, comply with the Acceptable Use Requirements.
If the Acceptable Use Requirements require Customer to implement specific safeguards, Customer agrees to implement those safeguards and Customer will require all Customer Users to comply as well.
3. Term; Termination.
3.1. Term of Agreement. This Agreement commences on the date Customer first accepts it in form by Registering on the app and continues until all SaaS Service subscriptions hereunder have expired or have been terminated.
3.2. Term of SaaS Service Subscription. The term of each SaaS Service subscription shall be as specified in the applicable Registration / Order Form. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Office At Go’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any SaaS Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
3.3. Termination. Either party may terminate this Agreement if the other party (or, in the case of termination by Office At Go, if any Customer User) is in default of any material obligation under this Agreement, which default is incapable of cure or which, being capable of cure, has not been cured after receiving the receipt of written notice of such default. Any terms and conditions which by their nature survive termination will survive.
4. Intellectual Property.
4.1. SaaS Services; Officeatgo and its licensors retain sole ownership of the SaaS Services, and the Office At Go software code, as well as in any modifications or improvements thereto, and of all copyright, trade secret, patent, trademark and other intellectual property rights therein.
4.2. Officeatgo is not a data storage service offering and hence Member / Company / Customer accepts that officeatgo is not obliged to store / keep record of communication or inputs made by Admins / Members on its platform and hence will not be liable for any loss of data / details provided by Admin / Member / Employees while using the services.
4.3 Customer Data. As between the parties, Customer is the sole owner of all information or data communicated or made available by Customer or Customer Users to Office At Go via the SaaS Services, or collected from Customer or Customer Users by, Office At Go via the SaaS Services (“Customer Data”). Office At Go shall be permitted to use and disclose (only to those with a need-to-know and under confidentiality obligations substantially similar to those set forth in Section 6.4) the Customer Data to provide, monitor, analyze, and improve the SaaS Services, including creating aggregated, anonymized analyses and reports of usage patterns, and to enforce the terms of this Agreement.
5. Customer Data Security and Confidentiality.
5.1. Customer Data Security. Office At Go shall implement commercially reasonable security measures and maintain such other commercially reasonable safeguards that are designed to protect Customer Data from unauthorized access consistent with the requirements of applicable law for such Customer Data. Customer will not, and will not allow any Customer User to, attempt to disable, modify or circumvent any security safeguard adopted by Office At Go. Customer acknowledges and agrees that Office At Go may monitor, review and maintain records of Customer’s, and Customer Users’, use of the SaaS Services in order to protect the security of Customer Data and the security of Office At Go’s information systems. Customer agrees that Office At Go may suspend access to the SaaS Services by Customer or one or more of the Customer Users for information security reasons. Office At Go will give such advance notice to Customer (which may be by email) as is practical under the circumstances. The parties expressly recognize that, although Office At Go shall comply with the requirements of this Section 6 and shall take such reasonable steps, or cause such reasonable steps to be taken, to prevent security breaches, it is impossible to maintain flawless security.
5.2. Excluded Data. Customer agrees that neither Customer nor any of its Customer Users, employees or agents will provide any of the following (in any format) to Office At Go or upload any of the following (in any format) in using SaaS Services: any personal health information; biometric information; social security numbers; government identification numbers; credit report information, debit or credit or payment card information; bank or other financial account information or other financial or credit data; any information defined as “sensitive” data under applicable privacy and data protection laws; or any other information or data subject to privacy or data protection laws that Customer (or the Customer User, employee or agent) is not legally permitted to provide, or has not obtained valid consent to provide, to Office At Go or to upload in using the SaaS Services (collectively, “Excluded Data”). Notwithstanding anything to the contrary in this Agreement, except to the extent required by applicable law that cannot be waived, Office At Go shall have no obligation or liability under this Agreement or otherwise with respect to Data or Privacy breach.
5.3. Exclusions. The parties’ obligations of non-disclosure and limited use under this Agreement shall not apply to Confidential Information which the receiving party can demonstrate: (i) is or becomes a matter of public knowledge through no fault of the receiving party; (ii) was rightfully in the receiving party’s possession prior to disclosure by the disclosing party; (iii) subsequent to disclosure, is rightfully obtained by the receiving party from a third party in lawful possession of such Confidential Information; (iv) is independently developed by the receiving party without reference to or use of Confidential Information; or (v) is required to be disclosed by law (but only to the extent of such required disclosure) provided that a receiving party will, to the extent legally permissible, give the disclosing party advance written notice of such disclosure so that the disclosing party may seek a protective order or other appropriate remedies at such disclosing party’s expense.
6. Representations, Warranties and Disclaimer.
6.1. Mutual Representations and Warranties. Each party represents and warrants that (i) it has full corporate or other authority to enter into this Agreement and to perform its obligations hereunder and (ii) when executed and delivered by such party, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
6.2. Warranty of Compliance with Laws. Office At Go warrants that it will perform the SaaS Services in material compliance with all federal, state and local laws, statutes, regulations and ordinances applicable to its performance of them.
6.3. Performance Warranty. Office At Go warrants that the SaaS Services will function in material conformance with the terms mentioned in this document. If Customer believes Office At Go has breached this warranty, Customer may give Office At Go written notice thereof, in which case Office At Go will either remedy the problem or terminate the Agreement. The foregoing constitutes Office At Go’s sole obligation, and Customer’s sole remedy, for any breach of such warranties.
6.4. Disclaimer. Except as expressly stated in this Agreement, Office At Go disclaims any and all representations and warranties, express or implied, by operation of law or otherwise, regarding or relating to the SaaS Services and any other products or services delivered under this Agreement. Office At Go specifically disclaims all implied warranties, including without limitation, any warranties of merchantability or fitness for a particular purpose (irrespective of any previous course of dealing between the parties or custom or usage of trade), non-infringement, or that the SaaS Services will be uninterrupted or error free. Without limiting the foregoing, Office At Go is not responsible for any third-party content, information, app, software, services or other materials of third parties with which Customer or Customer Users may interact in connection with use of the SaaS Services (“Non-Office At Go Services”), and Office At Go shall have no liability whatsoever arising from or related to Customer’s or Customer Users’ use of Non-Office At Go Services.
7.1. By Office At Go. Office At Go will indemnify, defend and hold harmless Customer from all losses, costs and expenses (collectively “Damages”) required to be paid by Customer to an unaffiliated third party as a result of any claim, demand, suit or action (each a “Claim”) by such unaffiliated third party alleging that Customer’s use of the SaaS Services infringes the intellectual property rights of such third party (except that Office At Go will have no indemnification obligation with respect to any infringement arising from the combination of the SaaS Service with other products or services not provided by Office At Go; or resulting from Customer Data, Customer Confidential Information or Excluded Data). If the SaaS Services are, or in Office At Go’s determination are likely to be, subject to any such Claim regarding intellectual property rights, or if Customer’s or any Customer User’s use of the SaaS Services is enjoined or threatened to be enjoined, Office At Go may, at its option (a) obtain the right for Customer or such Customer User(s) to continue to use the SaaS Services materially as contemplated by this Agreement, (b) modify or replace the SaaS Services so as to make them non-infringing, or (c) if neither (a) nor (b) is commercially feasible, terminate this Agreement with respect to all or the affected part of the SaaS Services, in which event Customer shall immediately cease use of the SaaS Services or affected part thereof and shall be entitled to a pro rata refund of the SaaS Fee attributable to the portion of the then-current Initial Term or Renewal Term, as applicable, remaining immediately prior to such termination. This Section 8.1 constitutes Office At Go’s only obligation and liability, and Customer’s exclusive remedy, for actual or alleged infringement of the intellectual property rights of third parties.
7.2. By Customer. Except to the extent attributable to any breach by Office At Go of its obligations under Section 7, Customer will indemnify, defend and hold harmless Office At Go from all Damages required to be paid by Office At Go as a result of any Claim that arises out of any Customer Data or Excluded Data, including any processing thereof by or on behalf of Office At Go if processed in accordance with the terms of this Agreement or Customer’s instructions.
7.3. Procedures. If either party intends to claim indemnification hereunder with respect to Damages arising from a Claim, then such party (the “Indemnified Party”) shall promptly notify the other party (the “Indemnifying Party”) of such Claim after the Indemnified Party becomes aware thereof, and the Indemnifying Party shall assume the defense of such Claim and shall have the sole right to control the defense and settlement of such Claim. The Indemnifying Party shall have no obligation to indemnify the Indemnified Party for any amounts paid in settlement of any claim, loss, damage or expense if such settlement is effected without the consent of the Indemnifying Party. The Indemnified Party’s failure to deliver prompt written notice to the Indemnifying Party after becoming aware of such Claim shall relieve the Indemnifying Party of any liability under this Section 8. The Indemnified party shall cooperate fully with Indemnifying Party and its legal representatives in the investigation and defense of any matter covered by this indemnification.
8. Limitation of Liability.
8.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF REVENUE, LOST PROFITS, DIMINUTION OF VALUE OR LOSS OF GOODWILL OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN TORT, BREACH OF CONTRACT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING EXCLUSION DOES NOT APPLY, HOWEVER, TO DAMAGES AND LOSSES ARISING FROM OR IN CONNECTION WITH THE PARTY’S FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
9.1. Assignment. Neither party shall assign, delegate, or transfer any of its obligations, responsibilities, rights or interests under this Agreement without the written consent of the other party, except to a successor in a merger or a sale of all or substantially all of such party’s assets or business or in connection with a corporate reorganization (provided that, in the case of such an assignment, delegation, or transfer by Customer, (i) Office At Go’s obligations are not thereby increased, (ii) the successor has adequate resources to perform the assigned, delegated, or transferred obligations, and (iii) the successor is not at the time of assignment, delegation or transfer a Office At Go customer)). Any assignment, delegation, or transfer by either party in violation of this subsection shall be void and without force or effect.
9.2. Force Majeure. In the event that either party is unable to perform any of its obligations under this Agreement because of causes beyond its reasonable control, including scheduled or unscheduled maintenance or repair, accident to equipment or machinery; any fire, flood, hurricane, tornado, storm or other weather condition; any war, act of war, act of public enemy, terrorist act, sabotage, riot, civil disorder, act or decree of any governmental body; any failure of communications lines, transportation, light, electricity or power; any earthquake, civil disturbance, commotion, lockout, strike or other labor or industrial disturbance; or any illness, epidemic, quarantine, death or any other natural or artificial disaster the party who has been so affected shall promptly give written notice to the other party and shall use commercially reasonable efforts to resume performance. Upon receipt of such written notice, all obligations under this Agreement that cannot be performed because of such event or circumstance shall be immediately suspended and performance times shall be considered extended for a period of time equivalent to the time lost because of any such delay.
9.3. Written Notices. Unless expressly stated otherwise herein, any written notice, demand, request or delivery required or permitted to be given by a party pursuant to the terms of this Agreement shall be in writing and shall be (i) delivered personally, or (ii) sent by overnight courier, in each case addressed to the party at such party’s address as set forth on the Order Form or as subsequently modified by the receiving party pursuant to written notice. Written notices are effective when actually delivered on a business day at the applicable physical address (and will be effective on the next business day when delivered on a day other than a business day).
9.4. Governing Law. All questions concerning the validity, operation, interpretation, and construction of the Agreement will be governed by and determined in accordance with the substantive laws of the land without regard to its conflicts of law provisions. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code, the Uniform Computer Information Transaction Act, or any substantially similar legislation shall not apply to this Agreement. Customer and Office At Go agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of this Agreement.
9.5. Arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity of any provision of this Agreement, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Mumbai, India before one arbitrator. Either Office At Go or Customer may commence the arbitration process called for in this Section by filing a written demand for arbitration with JAMS, with a copy to the other party. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS’ Streamlined Arbitration Rules and Procedures, each as in effect at the time of filing of the demand for arbitration. Each party will cooperate with JAMS and with the other party in selecting an arbitrator from JAMS’s panel of neutrals, and in scheduling the arbitration proceedings. Each of Customer and Office At Go agrees that it will participate in the arbitration in good faith. The costs of the proceedings (including attorneys' fees and costs on a full indemnity basis or otherwise) shall be borne in the manner determined by the arbitrator. The provisions of this Section may be enforced by any court of competent jurisdiction. In the event of any procedural matter not covered by the relevant rule as mentioned above, the procedural law of the land shall govern; The parties acknowledge and agree that their obligations under this arbitration provision survive and will continue to bind them after the end of the Term. Judgment on the arbitration award may be entered in any court having jurisdiction. This Section won’t preclude either party from seeking equitable relief or provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties shall maintain the confidential nature of the arbitration proceeding and the arbitration award, including the hearings and filings, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy or unless otherwise required by law or judicial decision.
9.6. Irreparable Damage; Injunctive Relief. Each of Customer and Office At Go acknowledges that a violation of certain provisions of this Agreement by one party will result in substantial and irreparable damage to the other party for which the other party will not have an adequate remedy at law and for which money damages would not be a sufficient remedy, and each party agrees that, in addition to all other remedies, in the event of any breach or alleged or threatened breach by a party of any of the provisions of this Agreement, the other party will be entitled to equitable relief by any court of competent jurisdiction, including injunction and specific performance, in each case without being required to prove irreparable harm or damages, post a bond or otherwise provide security. The rights provided under this Section shall be in addition to, and not in lieu of, any other rights and remedies available to the parties at law or in equity.
9.7. Waiver of Compliance. Neither party shall by mere lapse of time, without giving written notice or taking other action hereunder, be deemed to have waived any breach by the other party of any of the provisions of this Agreement. Further, the waiver by either party of a particular breach of this Agreement by the other shall not be construed as or constitute a continuing waiver of such breach or of other breaches of the same or other provisions of this Agreement.
9.8. Remedies. Except as expressly stated otherwise herein, each party’s rights and remedies provided for in this Agreement shall be cumulative, exercisable concurrently or separately, and in addition to and not in lieu of any other remedies available to either party at law, in equity, or otherwise.
9.9. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
9.10. Relationship of the Parties. Office At Go and Customer are independent contractors. Nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, agency, representative or employment relationship between Office At Go and Customer. There are no third-party beneficiaries under this Agreement.
9.11. Saving Clause. This Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited or invalid under any such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating or nullifying the remainder of such provision or any other provisions of this Agreement, and the prohibited or invalid provision shall be deemed reformed to the extent necessary to be effective and valid under applicable law.
9.12. Entire Agreement. The parties acknowledge that this Agreement, including any Schedules attached hereto and any Order executed hereunder, together with the Acceptable Use Requirements, constitutes the complete and exclusive agreement respecting the subject matter hereto and supersedes and renders null and void any and all agreements and proposals (oral or written), understandings, representations, conditions and other communications between the parties relating hereto. This Agreement may be amended only by a subsequent writing that specifically refers to this Agreement and is signed by Customer and Office At Go.
9.13. Counterparts. This Agreement may be executed in one or more counterparts each of which shall be deemed to be an original instrument and all of which together shall constitute a single agreement.