Terms of Service | Othership

Othership Workplace Scheduler Terms

These Terms of Use were last updated on 19th April 2023

These Terms of Service constitute a legally binding agreement between you and Othership (as defined below) governing your access to and use of the Othership website including any subdomains and any other channels through which Othership makes its Workplace Scheduler services available. The Site, Othership Workplace Scheduler app and Othership Workspaces Services together are collectively referred to as the “Othership Workplace Scheduler”.

When these Terms mention “Othership,” “we,” “us,” or “our,” it refers to OTHERSHIP LTD. Whether your Country of Residence is the United Kingdom or not, you are contracting with Othership ltd, Office 7, 35-37 Ludgate Hill, London, England, EC4M 7JN.

Our collection and use of personal information in connection with your access to and use of the Othership Workplace Scheduler is described in our Privacy Policy which complies with all relevant data protection laws.

Please read these Terms carefully before using our services as these Terms will apply to all of our services made available to you through the Othership Workplace Scheduler. By accessing and using the Othership Workplace Scheduler, you agree to be bound by these Terms. If you do not accept these Terms, you should not use the Othership Workplace Scheduler.

If you have any questions about our Terms, please contact [email protected].

INTERPRETATION

The following definitions apply to these Terms:

Othership Workplace Scheduler: The Site and any subdomain or services in relation with Othership Workplace Scheduler.

The Site: https://odw.othership.com

User: Client's employees, agents, contractors, and consultants who are authorized by Client to use the Othership Workplace Scheduler Services.

Order Form: An order for the Services signed by Client and Othership or its Reseller, or an Othership-issued price quotation accepted by Client.

Reseller: a reseller authorized in writing by Othership to provide the Othership Workplace Scheduler Services on Othership’s behalf

Term: the Term applicable to each of the Services specified on an Order Form, or if no such term period is defined, twelve (12) months, commencing on the effective date of the Order Form.

Effective Date: the date these terms or an Order Form referencing these terms is first executed

Free Tier: Services of the Othership Workplace Scheduler made available by Othership for free under the conditions set forth on the Site or Order Form

1.2 In these Terms:

Words importing one gender shall be treated as importing any gender;
Words importing individuals shall be treated as importing bodies corporate, corporations, unincorporated associations and partnerships and vice-versa;
Words importing the singular shall be treated as importing the plural and vice-versa, and words importing whole shall be treated as including a reference to any part;
Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be perceived as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;
A reference to writing or written includes email.

OTHERSHIP WORKPLACE SCHEDULER SERVICES

2.1 Subject to the terms under this Agreement, Othership grants Clients a non-exclusive, non-transferable (except to a successor in interest as permitted hereunder) license to access, use, and install the Services listed under an Order Form during the Term. Client’s right to use the Services is limited to the location and other restrictions contained in in an Order Form and the Documentation.

2.2 Othership will use commercially reasonable efforts to make the Othership Workplace Scheduler Services accessible twenty-four hours, seven days a week, provided, however, that from time to time, Othership and its service providers may perform scheduled or unscheduled maintenance, and access to the Services may be impaired or interrupted while such maintenance is being performed. Othership will attempt to limit scheduled maintenance to non- business hours and to give reasonable written notice in advance of any maintenance that would cause the Othership Workplace Scheduler Services to be unavailable to Client. Client shall be solely responsible for Client’s Internet connection, including all Internet service provider connection charges.

2.3 Client is granted the right to access and use the Othership Workplace Scheduler Services solely for the intended purpose set forth in the Order Form. 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. Othership reserves the right to suspend performance of Othership Workplace Scheduler Services in the event of Client’s, or a Client’s User’s, unauthorized use, disruption or abuse of Othership’s resources.

2.4 Othership shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Othership Workplace Scheduler Services and related systems and technologies, and Othership will be free to use such information and data to improve and enhance the Othership Workplace Scheduler Services and for other development, diagnostic and corrective purposes in connection with the Othership Workplace Scheduler Services and other Othership offerings.

OTHERSHIP ACCOUNT REGISTRATION AND SECURITY

3.1 You must be at least 16 years old and able to enter into legally binding contracts to access and use the Othership Workplace Scheduler. By accessing or using the Othership Workplace Scheduler, you represent and warrant that you are 16 or older and have the legal capacity and authority to enter into a contract.

3.2 We restrict access to certain parts of the Othership Workplace Scheduler to visitors of the Site who already have registered an Othership Account. You must register an Othership Account in order to use Othership Workplace services.

3.3 If you register on Othership Workplace Scheduler, you must provide true and accurate information about yourself and keep your Othership Account up-to-date at all times. Should the registration information provided prove false or misleading, we may suspend or terminate your Othership Account.

3.4 You must not select or use a name of another person as your Othership Account ID with the intent to impersonate that person. If you misuse your Othership account in breach of these Terms, we reserve the right to refuse registration or cancel your Othership Account at our discretion.

3.5 Client verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Client’s identity. In spite of the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to:

Ask Clients to provide a form of government identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Clients,
Screen Clients against third party databases or other sources and request reports from service providers, and
Where we have sufficient information to identify a Client, obtain reports from public records of criminal convictions or sex offender registrations or an equivalent a version of background or registered sex offender checks in your local jurisdiction (if available).

3.6 You must notify us at [email protected] of any known or suspected unauthorised use(s) of your Othership Account, or any known or suspected breach of security on the Othership Workplace Scheduler.

MODIFICATIONS OF THESE TERMS

4.1 Othership reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Site and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of modifications impacting you by email at least thirty (30) days before the date they become effective. If you disagree with the revised Terms, you may terminate these terms with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Othership Workplace Scheduler will constitute acceptance of the revised Terms.

FEES & PAYMENTS

5.1 The Fees for the Services are as stated in an Order Form. Unless otherwise stated in the Order Form, Fees for the initial Term are due and payable net thirty days from the date of electronic delivery of the Othership Workplace Scheduler Services by Othership. Fees for any renewal Terms are due in accordance with the above, but they are due net thirty days from the date of the renewal.

5.2 Once the Order Form has been accepted, payment obligations are non-cancelable and, except as expressly provided in these terms, upon payment, all payments made by Client are non-refundable. If Client is paying by credit card, Client shall provide all relevant information regarding Client’s credit card prior to the provision of the Services. Client represents and warrants that such information is true & accurate and that Client is authorized to use such payment instrument. Client is responsible for updating its account information with any changes such as but not limited to, a change in billing address or credit card expiration date. Client hereby authorizes Othership to bill Client’s payment instrument in advance on a periodic basis in accordance with the terms described in the Othership Workplace Scheduler Services.

5.3 Othership may discontinue performance of the Othership Workplace Scheduler Services if Client fails to make payment within five days of receiving written notice from Othership. Any payment not received from Client by the due date may accrue (except for amounts then under reasonable and good faith dispute) late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

5.4 Unless otherwise stated, the fees do not include any Taxes. Client is responsible for paying all Taxes, including, but not limited to sales, use, GST, and VAT taxes, associated with its purchases, excluding Taxes based on Othership’s or Reseller’s net income or property. If an invoice includes Taxes, Client is responsible for such Taxes, unless Client provides a valid tax exemption certificate authorized by the appropriate taxing authority upon execution of these terms. Taxes not included on an invoice shall be the responsibility of the Client to remit to the appropriate tax authorities as necessary.

SITE CONTENT & CLIENT CONTENT STANDARDS

6.1 Apart from the Client Content, all materials displayed or performed on the Othership Workplace Scheduler (including, but not limited to text, graphics, photographs, images, illustrations and video clips) are protected by database right and other intellectual property rights, which are owned or controlled by us or our third-party content providers. You may not sell, reproduce, modify, copy, distribute or use for any commercial purpose any such materials without our written consent.

6.2 We may at our sole discretion, enable Clients to create, upload, post, send, receive and store content, such as text, graphics, photographs, images, illustrations and video clips and information on or through the Othership Workplace Scheduler. By creating, uploading, posting, sending, receiving, storing or otherwise making available any Client Content on the Othership Workplace Scheduler, you grant Othership a non-exclusive, worldwide, royalty-free, irrevocable, perpetual and transferable licence to access and use such Client Content. Including but not limited to:

Copy, electronically store, use, publish, display, communicate, broadcast, transmit, make available and distribute the Client Content;
Change, amend or develop the Client Content and create derivative works from it;
Exploit in any such manner the Client Content.

5.3 We do not monitor or moderate the Client Content that you upload to the Othership Workplace Scheduler and neither do we screen users or Clients. You use the Othership Workplace Scheduler at your own risk and you should take care with any Client Content you post or access on the Othership Workplace Scheduler.

6.4 The following content standards apply to any Client Content you upload to, display on, distribute or publish through the Othership Workplace Scheduler, and to your use of the Othership Workplace Scheduler. You must not upload, post, email or otherwise transmit any Client Content that:

Is libellous, defamatory, obscene, abusive, or violates any law,
Infringes any patent, trademark, database right, trade secret, copyright or other proprietary right of any party,
You do not have the right to transmit under any law or contractual relationship (such as confidential information),
Contains any unsolicited or unauthorised advertising, promotional materials, solicitation of funds, spam, chain letter, junk mail or any other form of solicitation for goods or services except in those areas that are clearly designated for such purpose,
Contains viruses or any other code, files or programs designed to damage, interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment,
Is pornographic, sexually explicit or obscene.

6.5 You shall be civil and show respect for other Users and Clients. You shall not interfere with another person’s use or enjoyment of the Othership Workplace Scheduler.

6.6 We will determine, at our discretion, whether any Client Content breaches our content standards. Failure to comply with the content standards constitutes a material breach of these Terms and may result in further actions which may include (at our discretion):

Immediate, temporary or permanent withdrawal of your right to use the Othership Workplace Scheduler and the Othership Services,
Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach,
Disclosure of such information to law enforcement authorities as we feel is necessary or as required by law.

LAWFUL USE

7.1 You may use Othership Workplace Scheduler only for lawful purposes. You must not use Othership Workplace Scheduler:

In any way that breaches any applicable local, national or international law or regulation;
In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
For the purpose of harming or attempting to harm minors in any way;
To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as stated in these Terms or any other Othership policy which relates to the use of the Othership Workplace Scheduler of parts of the Othership Workplace Scheduler.

TERM & TERMINATION

8.1 These terms commences on the Effective Date, set forth in the Order Form and continues until all licenses granted in accordance with these terms have expired or have been terminated. The term shall be as set forth in the Order Form, which shall automatically renew, unless either party requests termination at least thirty days prior to the end of the Term.

8.2 A party may terminate these terms for cause:

upon 30 days written notice to the other party of a material breach of these terms if such breach remains uncured at the expiration of such period;

immediately upon written notice if the other party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors or similar proceeding;

as otherwise provided in these terms

8.3 Within thirty days after termination of these terms, Client shall certify in writing to Othership that all copies of the Othership Workplace Scheduler Services, Updates, and Documentation in any form, have been destroyed or returned to Othership.

8.4 Clients or Users on Othership Workplace Scheduler Free Tier, as set forth on the Site or Order Form, may terminate these terms with no notice and immediate effect.

AVAILABILITY & SUPPORT

9.1 You are using the Othership Workplace Scheduler at your own risk and we are under no obligation to provide you with any technical support or to correct any errors, although we reserve the right to do so. If you experience any difficulty using the Othership Workplace Scheduler you can contact us by email to [email protected] and we shall endeavour to respond to your enquiry.

9.2 While we try to make sure that the Othership Workplace Scheduler is accurate, up-to-date and free from bugs, we cannot promise that it will be. Any reliance that you may place on the information on the Othership Workplace Scheduler is at your own risk.

9.3 While we try to make sure that the Othership Workplace Scheduler is available for your use, we do not promise that the Othership Workplace Scheduler is available at all times nor do we promise the uninterrupted use by you of the Othership Workplace Scheduler.

DATA SECURITY & CONFIDENTIALITY

10.1 "Confidential Information" means all confidential and proprietary information of a party, referred to as “Disclosing Party” disclosed to the other party, referred to as “Receiving Party", whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Including, but not limited to, the terms and conditions of these terms, pricing mentioned in the Order Form, the Othership Workplace Scheduler Services, Documentation, business and marketing plans, technology and technical information, product designs, business processes. Confidential Information shall not include any information that:

is or becomes generally known to the public without breach of any obligation;

was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation;

was independently developed by Receiving Party without breach of any obligation;

is received from a third party without breach of any obligation

10.2 Receiving Party shall not disclose any Confidential Information for any purpose outside the scope of these terms, except with prior written consent from Disclosing Party. Receiving Party shall protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own. Othership may use data generated by the use of the Othership Workplace Scheduler Services in an anonymized format. Receiving Party shall promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality.

10.3 If Receiving Party is required by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with prior notice of such disclosure, to the extent permitted by law, and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest the disclosure.

10.4 The Receiving Party shall continue to maintain the confidentiality of the Disclosing Party's Confidential Information after termination of the Agreement as long as it remains confidential and, upon request, return to the Disclosing Party or destroy all Confidential Information.

10.5 If any Client licensed to use the Othership Workplace Scheduler Services hereunder is in a European Union or European Economic Area member state or any Client User will be accessing and using the Othership Workplace Scheduler Services from within a European Union or European Economic Area member state, and if Client Data contains any such personal information, then, Othership’s specific security measures and safeguards shall include processing such personal information in accordance with a separate data processing agreement or addendum (a “DPA”) and such security measures and safeguards shall include processing such personal information in accordance with the terms of the DPA.

LINKS

11.1 You may link to our Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We reserve the right to withdraw any linking permission without notice.

11.2 Where our Site contains links to Third Party Sites, these links are provided for your information only. We have no control over the contents of Third Party Sites, and accept no responsibility for them or for any loss or damage that may arise from your use of them. Your use of a Third Party Sites or Third Party Services may be governed by the terms and conditions of that third party.

DISCLAIMER

12.1 If you choose to use the Othership Workplace Scheduler or content, you do so voluntarily and at your sole risk. The Othership Workplace Scheduler and content are provided “as is”, without warranty of any kind, either express or implied.

You agree that you have had whatever opportunity you deem necessary to investigate the Othership Services, laws, rules, or regulations that may be applicable to your Listings and/or Venue Services you are receiving and that you are not relying upon any statement of law or fact made by Othership relating to a Listing.

If we choose to conduct identity verification or background checks on any Client, to the extent permitted by applicable law, we disclaim warranties of any kind, either expressed or implied, that such checks will identify prior misconduct by a Client or guarantee that a Client will not engage in misconduct in the future. The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

INDEMNFICATION

13.1 Othership will defend, indemnify and hold Client harmless against any loss, damage or costs, incurred in connection with claims, demands, suits, or proceedings (Claims) made or brought against Client by a third party alleging that the use of the Othership Workplace Scheduler Services as contemplated in these terms infringes the E.U. intellectual property rights of such third party, provided that Client promptly (i) gives written notice of the Claim to Othership; (ii) gives Othership sole control of the defense and settlement of the Claim (provided that Othership may not settle any Claim unless it unconditionally releases Client of all liability); and (iii) provides to Othership, at Othership’s cost, all reasonable assistance.

13.2 Othership shall have no liability for any Claim to the extent the Claim is based upon (i) the use of the Othership Workplace Scheduler Services in combination with any other product, service or device not furnished, recommended or approved by Othership, if such Claim would have been avoided by the use of the Othership Workplace Scheduler Services, without such product, service or device; or (ii) Client’s use of the Services in breach of these terms.

13.3 Customer will indemnify, defend and hold harmless Othership from all damages required to be paid by Othership as a result of any Claim that arises out of any Client Data or Confidential Information, including any processing thereof by or on behalf of Othership if processed in accordance with the terms of these terms or Client’s instructions.

LIABILITY

14.1 EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS, FOR CUSTOMER’S FAILURE TO PAY ANY FEES DUE UNDER THESE TERMS, IN THE EVENT OF CLIENT’S UNAUTHORIZED USE, DISTRIBUTION OR DISCLOSURE OF OTHERSHIP’S INTELLECTUAL PROPERTY, OR CLIENT’S MATERIAL BREACH OF SECTION 10 “CONFIDENTIALITY”, THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT OF FEES PAID BY CLIENT TO OTHERSHIP HEREUNDER DURING THE MOST RECENT 6 MONTH PERIOD OF THE TERM.

14.2 IN NO EVENT SHALL OTHERSHIP HAVE ANY LIABILITY TO CLIENT FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT IT 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.

FEEDBACK & DISPUTE RESOLUTION

15.1 If you wish to provide feedback or to make a complaint in relation to our services, please email [email protected].

15.2 If a complaint you make remains unresolved, we can consider various methods of dispute resolution.

GOVERNING LAW & JURISDICTION

16.1 These Terms shall be governed by and constructed in accordance with the laws of England and Wales. In the event of any dispute arising in relation of these Terms or in relation to the Othership Workplace Scheduler or the provision of any services by us, the English courts will have exclusive jurisdiction over such dispute.

GENERAL

17.1 These Terms constitute the entire agreement between us for the use of the Othership Workplace Scheduler and the services available through it.

17.2 No person other than us and Clients shall have any rights to enforce any of these terms.

17.3 Nothing in these Terms is intended to, or shall be deemed to, establish any partnership or joint venture between us or any Client, constitute us or any Client the agent of any Client, or authorise us or any Client to make or enter into any commitments for or on behalf of any other Client.

17.4 If any part of these Terms is unlawful or unenforceable for any reason, this shall not affect the remainder of these Terms and that part shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

17.5 If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

17.6 In the event that we are acquired by, or merged with a third party, we may transfer any or all of our rights and obligations under these Terms to that third party or the newly merged entity. We may also transfer any or all of our rights and obligations under these Terms in the event of a corporate group re-organisation to any Client within our group of companies.

17.7 You may not transfer your rights and obligations under these Terms to another person without our prior written consent.

17.8 If you have any questions regarding these terms, please email us.