Office-X Terms of Service
These Terms of Service (the “Terms”) are a binding agreement between Office-X LLC, a Wyoming limited liability company (“Office-X,” “we,” “us,” or “our”), and the business or other legal entity that accepts these Terms or uses the Services (“Customer,” “you,” or “your”).
These Terms govern Customer’s access to and use of the Office-X websites, hosted software, mobile or web applications, APIs, documentation, support, and related services (collectively, the “Services”). If Customer and Office-X sign an order form, statement of work, data processing addendum, or other written agreement that expressly incorporates these Terms (each, an “Order”), that document is part of the agreement between the parties (the “Agreement”).
1. Acceptance, eligibility, and authority
1.1 Business use
The Services are offered for business and professional use, not for personal, family, or household use. Customer must be legally capable of entering into a contract and must not use the Services if prohibited by applicable law.
1.2 Authority
The individual accepting the Agreement for Customer represents and warrants that the individual is at least 18 years old, has authority to bind Customer, and has reviewed and accepts the Agreement for Customer. If the individual lacks that authority, the individual must not accept the Agreement or use the Services on Customer’s behalf.
1.3 Authorized Users
Customer may permit its employees, contractors, agents, clients, and other persons it authorizes (“Authorized Users”) to use the Services within the scope of Customer’s subscription. Customer is responsible for its Authorized Users and for their compliance with the Agreement. An Authorized User does not become a separate customer merely by using an account provided by Customer.
1.4 Electronic agreement
Customer agrees to transact electronically. Clicking an acceptance box, completing registration, submitting an Order, or using the Services after being presented with these Terms constitutes Customer’s electronic signature and acceptance. Customer may download or print a copy for its records.
2. Definitions
“Add-On” means an optional paid feature or module added to an eligible subscription.
“Customer Data” means information, content, records, documents, communications, personal data, and other materials submitted to, stored in, transmitted through, or generated from Customer’s use of the Services, excluding Office-X technology and Usage Data.
“Documentation” means the then-current user documentation and help materials Office-X makes available for the Services.
“Fees” means subscription, seat, Add-On, usage, professional-service, tax, and other charges shown at checkout or in an Order.
“Personal Data” means information relating to an identified or identifiable individual, or any equivalent term under applicable privacy law.
“Subscription Term” means the period during which Customer has purchased or is authorized to use the Services.
“Usage Data” means technical, diagnostic, operational, performance, security, and statistical information about use of the Services that does not identify Customer or any individual when used externally.
3. Orders, access, and license
3.1 Orders
Each Order will identify the applicable plan, Subscription Term, billing cycle, seat quantity, Add-Ons, usage limits, Fees, and any additional terms. Orders are non-cancellable during the applicable Subscription Term except as expressly stated in the Agreement or required by law.
3.2 License
Subject to Customer’s timely payment and compliance with the Agreement, Office-X grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services for Customer’s internal business operations and to permit its Authorized Users to do so.
3.3 Accounts and seats
Each login is for one natural person and may not be shared. Customer will not exceed purchased seat, storage, call, message, or other usage limits. Office-X may charge for additional seats or usage according to the prices disclosed in the applicable Order or billing interface. Customer may reassign a seat when an Authorized User leaves or changes roles, but may not use seat reassignment to permit concurrent account sharing.
3.4 Changes to the Services
Office-X may improve, modify, replace, or discontinue features. Office-X will not materially reduce the core functionality of a paid Service during a current Subscription Term without reasonable notice, except where necessary to address security, legal, third-party-provider, or technical requirements. If Office-X permanently discontinues a material paid feature during a current Subscription Term and does not provide substantially equivalent functionality, Customer’s exclusive remedy is a pro rata refund of prepaid Fees attributable to the discontinued feature for the unused portion of that term.
3.5 Beta and preview features
Features identified as alpha, beta, preview, early access, evaluation, or similar are optional, may be changed or discontinued at any time, may not be supported, and are provided “as is” without service commitments. Customer should not use them for production-critical, regulated, or legally required workflows.
4. Customer administration and account security
4.1 Account information
Customer will provide complete, accurate, and current registration, billing, tax, and contact information and keep it updated.
4.2 Customer Administrator
Customer controls its tenant account and designates one or more administrators. Administrators may configure the Services; invite, suspend, or remove Authorized Users; assign roles and permissions; access Customer Data; and make binding subscription and account decisions. Customer—not an individual administrator—owns and controls the tenant account and Customer Data as between Customer and Office-X.
4.3 Security
Customer is responsible for safeguarding credentials, one-time passwords, API keys, access codes, devices, and accounts; configuring permissions appropriately; promptly removing access for departed or unauthorized personnel; and notifying Office-X without undue delay at [email protected] of suspected unauthorized access. Customer is responsible for activity under its accounts except to the extent caused by Office-X’s breach of the Agreement.
4.4 Two-factor authentication
Office-X may require two-factor authentication or other security controls. Customer acknowledges that disabling optional controls or failing to implement reasonable access practices may increase risk.
5. Customer responsibilities
Customer is solely responsible for:
- the legality, accuracy, quality, integrity, and appropriateness of Customer Data;
- obtaining all notices, permissions, consents, and lawful bases required to collect, use, monitor, record, disclose, transfer, and instruct Office-X to process Customer Data;
- configuring workflows, approval rules, schedules, pay rules, tax settings, permissions, integrations, notifications, and retention settings;
- reviewing calculations, documents, reports, communications, AI-assisted results, bookings, and approvals before relying on or distributing them;
- maintaining legally required source records and independent backups where appropriate;
- complying with employment, labor, wage-and-hour, payroll, tax, benefits, workplace-monitoring, call-recording, electronic-signature, accessibility, privacy, consumer-protection, sanctions, and other laws applicable to Customer’s operations; and
- responding to requests, complaints, disputes, audits, or investigations involving Customer, its workforce, clients, or Customer Data.
Customer represents and warrants that its use of the Services and all Customer Data will comply with the Agreement and applicable law and will not infringe, misappropriate, or violate any person’s rights.
6. Acceptable use
Customer and Authorized Users must not, directly or indirectly:
- use the Services unlawfully, fraudulently, deceptively, or to harm, harass, discriminate against, exploit, or impersonate another person;
- upload malware or harmful code, conduct penetration testing without written authorization, evade security controls, or disrupt or overload the Services;
- access another customer’s data or account, probe for vulnerabilities, or use credentials without authorization;
- copy, modify, translate, create derivative works from, reverse engineer, decompile, disassemble, or attempt to discover source code or non-public components, except to the limited extent such restriction is prohibited by law;
- scrape, crawl, harvest, benchmark for publication, or use automated means to access the Services except through documented interfaces and within applicable limits;
- use the Services or their outputs to develop, train, or improve a competing product or model without Office-X’s written consent;
- remove proprietary notices; resell, sublicense, lease, timeshare, or provide the Services as a service bureau unless an Order expressly permits it;
- upload content that is unlawful, infringing, defamatory, obscene, or subject to confidentiality obligations Customer has no right to disclose;
- transmit unsolicited marketing, spam, phishing, or communications that violate consent or do-not-call requirements;
- use the Services for emergency dispatch, life-safety, medical diagnosis, credit, housing, insurance, law-enforcement, or other high-risk decisions without Office-X’s prior written agreement; or
- store payment-card authentication data, protected health information governed by HIPAA, biometric identifiers, government-classified data, or other specially regulated data unless an Order or written addendum expressly authorizes that data type.
Office-X may impose reasonable technical limits to prevent abuse and protect the Services.
7. Employment, attendance, and workplace administration
7.1 Customer is the employer
Office-X is a software provider. It is not Customer’s employer, co-employer, professional employer organization, staffing agency, benefits administrator, fiduciary, or labor-law adviser and does not direct or control Customer’s workforce.
7.2 Customer decisions
Customer alone makes and is responsible for employment, compensation, scheduling, leave, performance, discipline, termination, reimbursement, workplace-safety, and other personnel decisions. Reports, alerts, scores, schedules, and calculations generated by the Services are tools and do not replace human review or legal obligations.
7.3 Monitoring and attendance
Customer must provide all legally required notices and obtain all legally required consents before using IP restrictions, device information, location-related information, activity logs, call recordings, or other monitoring capabilities. Customer must provide lawful alternatives or accommodations where required.
8. Payroll, tax, expenses, and approvals
8.1 No professional advice
The Services do not provide legal, tax, accounting, payroll, human-resources, or financial advice. Configurations, tax tables, formulas, examples, and reports may not account for every jurisdiction, collective agreement, award, exemption, individual circumstance, or legal change.
8.2 Customer verification
Customer must verify employee classifications, rates, hours, overtime categories, leave, deductions, benefits, tax settings, reimbursements, pay results, filings, and payment instructions before approval or use. Customer remains responsible for wages, taxes, withholding, remittances, filings, notices, recordkeeping, and statutory deadlines.
8.3 No movement of funds unless agreed
Unless an Order expressly states otherwise, Office-X does not hold payroll funds, initiate bank transfers, file tax returns, remit taxes, or act as Customer’s agent or fiduciary. Any payment or filing service supplied by a third party is governed by that provider’s terms.
8.4 Regional availability
Payroll and tax functionality is available only for countries and configurations identified in the Services or an Order. Customer must not treat availability as a representation that the Services ensure compliance in a jurisdiction.
9. CRM, bookings, electronic signatures, and AI communications
9.1 CRM and documents
Customer is responsible for the legality and accuracy of client records, estimates, agreements, items, pricing, taxes, discounts, booking rules, disclosures, and documents created or sent through the Services.
9.2 Electronic signatures
The Services may facilitate electronic records and signatures. Office-X does not determine whether a document is legally effective, requires notarization or witnesses, or may be signed electronically. Customer must obtain consent to electronic transactions where required, verify signer identity and authority, preserve complete records, and consult counsel for documents with special execution requirements. Audit information supports evidence but does not guarantee enforceability.
9.3 AI and automated functionality
AI-assisted or automated features may misunderstand instructions, produce inaccurate or incomplete results, or behave unexpectedly. Customer must configure, test, supervise, and review such functionality and must not represent an AI agent as human where disclosure is required. Office-X does not warrant that AI-generated content, transcripts, summaries, classifications, or actions are accurate or suitable for a particular purpose.
9.4 Voice, calls, and messages
Customer is the caller or sender for communications initiated or configured by Customer. Customer is responsible for all required consents, identification disclosures, recording notices, telemarketing restrictions, calling-time limits, do-not-call suppression, opt-out mechanisms, number registration, and campaign records under the Telephone Consumer Protection Act, FCC rules, and other applicable national and state laws. Customer must not use an artificial or prerecorded voice, recording, transcription, SMS, or automated calling feature unless legally authorized. Office-X may suspend communications that create legal, carrier, fraud, or reputation risk.
9.5 Third-party voice providers
Voice, telephone, email, calendar, payment, and other integrations may require Customer’s own third-party account and are subject to the provider’s terms, pricing, data practices, availability, and acceptable-use rules. Customer authorizes Office-X to exchange Customer Data with enabled providers as necessary to perform Customer’s instructions.
10. Customer Data and privacy
10.1 Ownership
As between the parties, Customer retains all rights in Customer Data. Customer grants Office-X and its subprocessors a worldwide, non-exclusive right during the Agreement, and for any limited post-termination period permitted by the Agreement, to host, copy, transmit, display, modify, and otherwise process Customer Data only as necessary to provide, secure, support, and improve the Services; prevent fraud and abuse; comply with law; and exercise Office-X’s rights under the Agreement.
10.2 Roles
For Personal Data contained in Customer Data, Customer generally acts as controller or business and Office-X acts as processor or service provider, as those terms are defined by applicable law. For account, billing, security, support, and business-contact data that Office-X determines how and why to process, Office-X may act as an independent controller. The Office-X Privacy Policy describes that processing and is incorporated into the Agreement by reference where applicable.
10.3 Data Processing Addendum
The Office-X Data Processing Addendum (“DPA”) is incorporated into the Agreement when Office-X processes Personal Data in Customer Data on Customer’s behalf. If Customer transfers regulated Personal Data across borders, the parties will use the transfer mechanism specified in the DPA.
10.4 Customer instructions and requests
Customer’s configuration and use of the Services constitute documented processing instructions. Customer is responsible for responding to data-subject requests. Taking into account the nature of processing, Office-X will provide reasonable assistance as required by the DPA and applicable law.
10.5 Usage Data
Office-X may generate and use Usage Data to operate, secure, analyze, and improve the Services and its business. Office-X may disclose Usage Data externally only in aggregated or de-identified form that does not reasonably identify Customer or an individual, except as required by law.
Office-X will not use Customer Data to train a generalized artificial-intelligence model made available to other customers unless Customer expressly opts in. This restriction does not prevent Office-X from using aggregated or de-identified Usage Data, security signals, or Customer feedback as permitted by the Agreement.
10.6 Data export and deletion
Customer may export available Customer Data using the Services during the Subscription Term. Following expiration or termination, Office-X will retain Customer Data for up to 180 days to permit Customer to request an export, unless the account was terminated for unlawful activity, access would create a security risk, or law prohibits access. Customer may request earlier deletion, subject to legal-retention requirements. At the end of the 180-day period, Office-X will delete or de-identify Customer Data from active systems and delete remaining backup copies through its normal backup-rotation process, unless applicable law requires continued retention. Retained backup data will remain protected, isolated from ordinary use, and processed only for security, disaster recovery, or legal compliance. Customer acknowledges that deletion may be irreversible.
10.7 Legal requests
Office-X may preserve or disclose Customer Data when it reasonably believes disclosure is required by law or valid legal process. Unless prohibited, Office-X will notify Customer before disclosing Customer Data and will disclose only what is legally required. Customer is responsible for costs of responding to unusually burdensome requests relating primarily to Customer.
11. Confidentiality
11.1 Confidential Information
“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or reasonably should be understood as confidential. Customer Data is Customer’s Confidential Information. Non-public product, security, pricing, and technical information is Office-X Confidential Information.
11.2 Exclusions
Confidential Information does not include information Recipient can document: (a) is public without breach; (b) was lawfully known without restriction; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of Confidential Information.
11.3 Protection and use
Recipient will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, advisers, and contractors who need to know it and are bound by confidentiality obligations at least as protective as these Terms.
11.4 Compelled disclosure
Recipient may disclose Confidential Information when legally required, provided it gives advance notice where lawful and reasonable assistance, at Discloser’s expense, if Discloser seeks protection.
12. Security
12.1 Office-X will maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, and disclosure. No internet-based service is completely secure, and Office-X does not guarantee that security incidents will never occur.
12.2 Office-X will notify Customer without undue delay after confirming a breach of security that results in unauthorized acquisition of Customer Data and will provide information reasonably required by applicable law and the DPA. Notification is not an admission of fault or liability.
12.3 Customer remains responsible for endpoint security, identity and access management, appropriate permissions, secure integrations, Customer-controlled email and voice credentials, and its own incident-response obligations.
13. Subscriptions, trials, billing, and taxes
13.1 Subscription Terms
Paid subscriptions begin on the date shown at checkout or in an Order and continue for the selected monthly, annual, or other Subscription Term. Except where prohibited by law or an Order states otherwise, subscriptions automatically renew for successive periods of the same length until cancelled.
13.2 Clear billing authorization
Before Customer enrolls, Office-X will display the recurring price, billing frequency, trial terms, material usage limits, taxes or tax treatment, renewal terms, and cancellation method. By affirmatively accepting the recurring-charge disclosure and submitting a payment method, Customer authorizes Office-X and its payment processor to charge all Fees when due until cancellation takes effect.
13.3 Trials and promotions
Trial length, included features, required payment method, and conversion terms are those disclosed at enrollment. Unless the enrollment page expressly says otherwise, a trial automatically converts to the selected paid subscription when the trial ends, and the payment method will be charged, unless Customer cancels before that time. One trial per Customer unless Office-X agrees otherwise. Office-X may end or modify a promotion prospectively but will honor accepted trial terms unless misuse, fraud, or law permits earlier termination.
13.4 Fees and Add-Ons
Customer will pay all Fees in the stated currency. Add-Ons may require an eligible plan and may have separate recurring, usage-based, provider, or telecommunications charges. Adding seats, Add-Ons, or usage may cause immediate prorated charges. Reductions ordinarily take effect at the next renewal unless stated otherwise.
13.5 Payment processors
Payments may be processed by third-party providers. Customer authorizes Office-X to transmit billing information to them and agrees to their applicable payment terms. Office-X does not store full payment-card numbers where the processor handles them directly.
13.6 Taxes
Fees exclude sales, use, value-added, withholding, and similar taxes, duties, and assessments. Customer will pay them except taxes based on Office-X’s net income. If Customer must withhold tax, Customer will gross up the payment so Office-X receives the amount it would have received without withholding, unless prohibited by law, and will provide valid tax receipts.
13.7 Failed payments
Office-X may retry failed charges and notify Customer to update payment information. Any payment grace period shown in the Services is a temporary accommodation, not a waiver or guaranteed extension. Office-X may suspend paid features or the Services for overdue amounts after legally required notice.
13.8 Price changes
Office-X may change prices effective at the next renewal by giving at least 30 days’ advance notice, unless a longer period is required by law or an Order. Continued use after renewal constitutes acceptance of the new price. Customer may cancel before renewal.
13.9 Cancellation
Customer may cancel recurring renewal through the billing settings or by contacting support through the method stated at enrollment. Office-X will provide a cancellation mechanism that is reasonably easy to find and use. Cancellation takes effect at the end of the current paid Subscription Term unless applicable law or the Order states otherwise. Customer should retain the cancellation confirmation.
13.10 Refunds and disputes
Fees are non-refundable and non-creditable except where the Agreement expressly provides otherwise or law requires. No refund is due for partial periods, unused seats, unused Services, downgrades, or mid-term cancellation. Customer must report a good-faith billing dispute within 60 days after the charge, provide reasonable detail, and pay undisputed amounts. Chargebacks made without first raising a legitimate dispute may result in suspension, but this does not limit non-waivable rights.
14. Office-X intellectual property
14.1 Office-X and its licensors own the Services, Documentation, software, workflows, interfaces, designs, templates supplied by Office-X, trademarks, and all improvements and derivative works. Except for the limited license in Section 3, no rights are granted by implication, estoppel, or otherwise.
14.2 Customer may provide suggestions or feedback. Customer grants Office-X a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free right to use and commercialize feedback without restriction or compensation, provided Office-X does not identify Customer as the source without permission.
14.3 If Customer believes content in the Services infringes its intellectual-property rights, it may send a sufficiently detailed notice to [email protected]. Office-X may remove challenged content and suspend repeat infringers where appropriate. If Office-X becomes eligible for or relies on a statutory copyright safe harbor, it will separately designate and publish the contact information required by applicable law.
15. Third-party services and content
The Services may interoperate with or link to third-party services. Office-X does not control and is not responsible for third-party services, content, availability, security, prices, terms, or data practices. Enabling an integration authorizes Office-X to access and exchange Customer Data as directed by Customer. A third party’s change or termination may affect functionality, and Office-X is not liable for that effect. Office-X may discontinue an integration that creates legal, security, or operational risk.
16. Support and availability
Office-X will provide the support included with Customer’s plan or Order. Unless a signed Order or service-level agreement states otherwise, response targets are goals, not guarantees; scheduled and emergency maintenance may occur; and the Services have no guaranteed uptime, recovery point, recovery time, or service credit. Customer is responsible for business-continuity procedures appropriate to its operations.
17. Suspension
Office-X may suspend access to all or part of the Services to the extent reasonably necessary to: (a) address an actual or suspected security threat; (b) prevent unlawful, fraudulent, abusive, or harmful activity; (c) comply with law or a provider requirement; (d) prevent material disruption; or (e) address overdue Fees. Where practicable and lawful, Office-X will provide notice and an opportunity to cure and will limit the suspension’s scope and duration. Customer remains responsible for Fees during a suspension caused by Customer.
18. Term and termination
18.1 Term
The Agreement begins when Customer first accepts it and continues until all Subscriptions and Orders have expired or terminated.
18.2 Termination for cause
Either party may terminate the Agreement or an affected Order by written notice if the other party materially breaches it and fails to cure within 30 days after notice, or within 10 days for non-payment. Either party may terminate immediately if the other becomes subject to insolvency proceedings not dismissed within 60 days, ceases business, or cannot lawfully continue performance. Office-X may terminate immediately for severe unlawful conduct, fraud, deliberate security abuse, or conduct creating material risk that cannot reasonably be cured.
18.3 Effect
On expiration or termination, Customer’s license ends and Authorized Users must stop using the affected Services. Accrued payment obligations remain due. If Customer terminates for Office-X’s uncured material breach, Office-X will refund prepaid Fees for the unused portion of the terminated Subscription Term. If Office-X terminates for Customer’s breach, unpaid Fees for the committed term become due to the extent permitted by law.
18.4 Survival
Sections concerning payment obligations, ownership, confidentiality, disclaimers, indemnification, liability, disputes, general terms, and any provisions that by their nature should survive will survive termination.
19. Warranties and disclaimers
19.1 Each party warrants that it has authority to enter into the Agreement. Office-X warrants that paid Services will perform in all material respects according to the applicable Documentation under normal authorized use. Customer’s exclusive remedy for breach of this warranty is for Office-X to use commercially reasonable efforts to correct the nonconformity; if Office-X cannot do so, Customer may terminate the affected Service and receive a pro rata refund of prepaid Fees for its unused term.
19.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXPRESS WARRANTY ABOVE, THE SERVICES, DOCUMENTATION, BETA FEATURES, REPORTS, CALCULATIONS, AI OUTPUTS, THIRD-PARTY SERVICES, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OFFICE-X DISCLAIMS ALL IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
19.3 Office-X does not warrant uninterrupted or error-free operation; that the Services will meet every legal or business requirement; that every defect or security threat will be corrected; or that Customer Data, reports, calculations, AI outputs, communications, signatures, or integrations will be complete, accurate, legally compliant, or preserved indefinitely.
19.4 Nothing in the Agreement excludes warranties or rights that cannot lawfully be excluded.
20. Indemnification
20.1 Customer indemnity
Customer will defend Office-X and its affiliates, officers, directors, employees, and contractors against a third-party claim arising from: (a) Customer Data; (b) Customer’s or an Authorized User’s use of the Services in breach of the Agreement or law; (c) Customer’s employment, payroll, tax, benefits, workplace-monitoring, call, message, recording, booking, client, or electronic-signature practices; or (d) a dispute between Customer and its Authorized Users, employees, contractors, clients, or vendors. Customer will indemnify those parties for damages, penalties, judgments, settlements, and reasonable legal fees finally awarded or agreed in a settlement approved under Section 20.3.
20.2 Office-X IP indemnity
Office-X will defend Customer against a third-party claim that Customer’s authorized use of a paid Service directly infringes a United States patent, copyright, or trademark, and will indemnify Customer for damages and reasonable legal fees finally awarded. Office-X has no obligation for claims arising from Customer Data, third-party services, modifications not made by Office-X, combinations not supplied or required by Office-X, continued use after notice, or use outside the Agreement. Office-X may procure continued use, modify or replace the affected feature, or terminate it and refund prepaid Fees for the unused term. This Section states Customer’s exclusive remedy for intellectual-property infringement claims.
20.3 Procedure
The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s expense, and give the indemnifying party control of the defense and settlement. Delay excuses obligations only to the extent materially prejudicial. No settlement may admit fault by or impose non-monetary obligations on the indemnified party without its consent, not to be unreasonably withheld.
21. Limitation of liability
21.1 Excluded damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS; BUSINESS INTERRUPTION; OR LOSS OR CORRUPTION OF DATA, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.
21.2 General cap. EXCEPT AS STATED IN SECTION 21.3, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE FIRST CLAIM. FOR FREE SERVICES, OFFICE-X’S AGGREGATE LIABILITY WILL NOT EXCEED US$100.
21.3 Exceptions. The exclusions and cap do not apply to: (a) Customer’s payment obligations; (b) either party’s fraud, willful misconduct, or liability that cannot lawfully be limited; (c) Customer’s breach of Sections 6 or 14; or (d) either party’s indemnification obligations. Liability for a party’s breach of confidentiality or data-protection obligations will not exceed two times the general cap, except to the extent a different limitation is required by a signed DPA or law.
21.4 These limitations apply regardless of legal theory and allocate risk between the parties. Fees reflect this allocation. If applicable law does not permit an exclusion or limitation, it applies only to the maximum extent permitted.
22. Dispute resolution; arbitration; class and jury waivers
22.1 Informal resolution
Before filing a claim, a party must send a written dispute notice describing the facts, legal basis, and requested relief. Authorized representatives will attempt in good faith to resolve the dispute for 30 days. Limitation periods are tolled during that period. Either party may seek temporary injunctive relief when necessary to prevent immediate, irreparable harm.
22.2 Binding arbitration
Except for the matters in Section 22.4, any dispute arising out of or relating to the Agreement, the Services, or the parties’ relationship will be resolved by confidential, binding, individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules by one arbitrator. The Federal Arbitration Act governs this Section. The seat and place of arbitration will be Sheridan County, Wyoming, proceedings will be in English, and judgment may be entered in any court with jurisdiction. Remote proceedings may be used where appropriate.
22.3 Individual proceedings only
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION. The arbitrator may award relief only to the individual party seeking it. If this waiver is finally held unenforceable for a particular claim or remedy, that claim or remedy will be decided by a court after all arbitrable matters are completed.
22.4 Exceptions
Either party may bring an individual claim in small-claims court if eligible. Either party may seek injunctive or equitable relief in court for actual or threatened infringement, misappropriation, security abuse, or unauthorized access. Office-X may pursue collection of undisputed Fees in court.
22.5 Jury waiver
FOR ANY DISPUTE PERMITTED TO PROCEED IN COURT, EACH PARTY KNOWINGLY AND IRREVOCABLY WAIVES TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
22.6 Arbitration opt-out
Customer may opt out of Sections 22.2 and 22.3 by sending a notice to [email protected] within 30 days after first accepting these Terms. The notice must identify Customer, the accepting individual, the account email, and a clear request to opt out. Opting out will not affect access to the Services. An opt-out from an earlier version remains effective.
23. Governing law and courts
The Agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 22, the state courts located in Sheridan County, Wyoming, and the United States District Court for the District of Wyoming have exclusive jurisdiction, and each party consents to personal jurisdiction and venue in those courts. Mandatory local law applies to the extent it cannot lawfully be waived.
24. Changes to these Terms
Office-X may update these Terms to reflect changes in law, security, the Services, or business practices. Office-X will post the revised Terms and update the “Last updated” date. For material changes, Office-X will provide reasonable advance notice by email, in-product notice, or another reasonable method. Material changes will ordinarily take effect at the next renewal, unless earlier effect is required by law or needed to address security, abuse, or a newly introduced feature. Changes will not retroactively reduce rights or expand liability for events occurring before their effective date. If Customer objects, its remedy is to stop using the affected Services and cancel before the changes take effect. Continued use after the effective date constitutes acceptance.
25. General terms
25.1 Order of precedence
If documents conflict, the following order applies unless a later document expressly states otherwise: (1) a signed Order or negotiated agreement; (2) the DPA, solely for data-protection matters; (3) these Terms; (4) the applicable Documentation; and (5) the Office-X Privacy Policy. Purchase-order terms supplied by Customer are administrative only and do not modify the Agreement.
25.2 Notices
Legal notices must be in writing and sent by email to [email protected]. A notice concerning litigation, arbitration, or an alleged material breach must also be sent by certified mail, return receipt requested, or nationally recognized overnight courier to: Office-X LLC, c/o Company Sage Agents LLC, Registered Agent, 1095 Sugarview Dr, Ste 100, Sheridan, Wyoming 82801, USA. Contractual notices are effective upon confirmed delivery. Service of process must be made in accordance with applicable law. Office-X may send notices to Customer’s administrator or billing email or through the Services. Customer must keep those addresses current.
25.3 Force majeure
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, labor action, utility or internet failure, cyberattack by a third party, government action, or failure of an essential provider, except that this does not excuse payment obligations.
25.4 Assignment
Customer may not assign the Agreement without Office-X’s prior written consent, except to a successor in connection with a merger or sale of substantially all assets that is not a competitor and agrees in writing to be bound. Office-X may assign the Agreement to an affiliate or in connection with a merger, reorganization, financing, or sale of all or substantially all relevant business or assets. Any other attempted assignment is void.
25.5 Export and sanctions
Customer will comply with applicable export-control, import, and sanctions laws and will not permit access from embargoed territories or by prohibited persons. Customer represents that neither it nor its controlling persons are subject to applicable sanctions.
25.6 Anti-corruption
Neither party will offer or accept an improper payment, bribe, kickback, or anything of value in violation of applicable anti-corruption law in connection with the Agreement.
25.7 Relationship
The parties are independent contractors. The Agreement does not create a partnership, franchise, joint venture, fiduciary, employment, or agency relationship. Neither party may bind the other.
25.8 No third-party beneficiaries
The Agreement benefits only the parties and their permitted successors and assigns, except indemnified parties may enforce Section 20.
25.9 Entire agreement; waiver; severability
The Agreement is the entire agreement about its subject and supersedes prior or contemporaneous proposals and communications. A waiver must be in writing and applies only to the specific instance. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder remains effective.
25.10 Interpretation
“Including” means “including without limitation.” Headings are for convenience. Drafting ambiguities will not be construed against either party. Electronic copies and counterparts are originals. The English version controls unless applicable law requires otherwise.
26. Contact information
Contracting entity: Office-X LLC, a Wyoming limited liability company
Legal notices: [email protected]
Registered agent for service of process: Company Sage Agents LLC
Registered-agent address: 1095 Sugarview Dr, Ste 100, Sheridan, Wyoming 82801, USA
Support: [email protected]
Privacy: [email protected]
