Terms & Conditions
Digital Space Explorer Inc’ at it’s discretion may offer a free, no-obligations limited trial period of Squadzip. The Trial period, will commence on the initial date user access has been granted to authorized/assigned users of the platform, given that Customer is neither a former nor current subscriber of the platform.
The Free Subscription will conclude at the end of the Trial period displayed on the Statement of Account,
) Customer upgrades subscription by beginning to pay the applicable Fees of the Services,
)Company’s use of the Service is terminated in accordance with these Terms.
Customer understands that Digital Space Explorer Inc,
) Does not make any commitments in connection with service during the Trial period;
) Conducts communications and other notices about the Service to individuals the Customer has assigned as authorized representatives
Digital Space Explorer, Inc. reserves the right to modify, cancel and/or limit Trial period at any time.
MEMORANDUM OF UNDERSTANDING - SUBSCRIPTION AGREEMENT
) This Agreement shall commence as stated in the Initial Contract Period.
) This Agreement cannot be cancelled or terminated during the Initial Contract Period. Upon expiry of the Initial Contract Period, this Agreement shall automatically be renewed annually unless terminated by sixty (60) days written notice given by either party to the other before each such renewal date.
) The Customer authorizes Digital Space Explorer, Inc. either before or after signature of this Agreement to insert in this Agreement the commencement date.
) Both parties may pre-terminate this agreement at any time, free of any future liabilities, only if the other party is in breach of any of the terms and conditions of this Agreement and such breach is not remedied within thirty (30) calendar days from the time a written notice was received by the breaching party. Otherwise, any pre-termination of Customer without cause is subject to Termination Provisions
) Squadzip shall at all times remain the property of Digital Space Explorer,Inc. and the Customer acknowledges that no option, promise or representation expressed or implied, written or oral, has been made by or on behalf of Digital Space Explorer, Inc. to the Customer that the Software may be purchased from Digital Space Explorer, Inc. by the Customer or any nominee of the Customer at any time during the term of this Subscription Period.
) Digital Space Explorer, Inc. reserves the right to update modify any aspect of the Site or Service at any time.
) Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party.
) Section headings are provided for convenience only and have no substantive effect on construction. Except for Customer obligation to pay Digital Space Explorer, Inc., neither party shall be liable for any failure to perform due to causes beyond its reasonable control.
) Prior to the date of Implementation of the platform, resources such as mobile phones and the internet access, the Customer shall at its own expense ensure that the installation phones(s), connection requirements and access are suitable or are rendered suitable for the Training and usage of the platform/service.
) PAYMENT OF CHARGES:
) The Customer shall pay a periodic Subscription fee in the amount and frequency of which is set out in the Subscription Description and Schedule. The first payment shall be due immediately after the trial period and will be collected along with Post-Dated Checks or as otherwise directed in the Statement of Account furnished to the Customer by electronic email and/or hard copy.
) In addition to all other sums due hereunder the Customer will pay any taxes or other imposts of whatever nature levied in connection with this Agreement or Subscription In the event if payment made by the Customer is net of Creditable Withholding Tax (“CWT”), the said CWT certificate (Form No.2307) must be provided upfront to Digital Space Explorer, Inc. upon payment.
The Customer shall be liable to pay interest at the rate of 3.5% per calendar month or part month on any charges not paid on the due date.
) The Customer shall be liable for all collection and legal costs (including solicitor’s costs on a solicitor and client basis) incurred in recovering payment of any amount due hereunder.
) The Customer shall not re-assign this Subscription agreement.
) The Customer acknowledges that the Squadzip provides a platform, which requires regular due diligence and compliance by the Customer’s authorized users in order to provide essential data configured during implementation.
) If the Customer at any time has reasonable cause to become dissatisfied with the service provided by Squadzip, Then the Customer shall notify Digital Space Explorer, Inc. in writing through our recognized support channels the reason or reasons for its dissatisfaction
) Get Help Feature inside our platform
) Upon receipt of such notice, Digital Space Explorer, Inc.shall inspect both but not limited to the service requests and usage statistics, screenshots Customer would provide. Digital Space Explorer, Inc. shall then recommend the necessary Checkpoint meetings, Training Modules, Policy Guidelines for scheduling and roll out for accurate data.
) Customer acknowledges and agrees to use Squadzip for its intended purposes and it should not be used for any unauthorized and/ or illegal activities
) Customer acknowledges that the use of the platform by the Customer’s authorized users is the sole responsibility of the Customer and does not constitute as waiver for due payment
) Customer agrees to takes reasonable steps to ensure that any Customer - designated or authorized users of Squadzip subscribed to the Squadzip service;
Digital Space Explorer, Inc’s Obligations
) Digital Space Explorer, Inc.will endeavor to configure the initial setup of the software, fulfill our service agreement through our authorized channels, which is inclusive of training modules and setup of Mobile Software on Customer-provided Mobile Phones within either the Customer’s premises or Digital Space Explorer’s Training Headquarters (Stated and Agreed on Prior between parties)
) Digital Space Explorer, Inc.provides the following service functionalities as a part of the Service. Squadzip may add other functionalities and/or modify some of the functionalities at its own discretion, for improvement and optimization purposes and without further notice.
) Digital Space explorer shall offer availability to conduct training modules, schedules, materials, templates for reports that shall be conducted or implemented as agreed upon by both parties
) Digital Space Explorer, Inc.aims to provide a high (95%) monthly level of service availability with strict avoidance of planned outages during core business hours (9:00 am to 6:00 pm, Monday to Friday). In the event of an emergency resulting in an unplanned outage, Digital Space Explorer Inc. shall immediately notify Customer of such outage specifying the reason and the expected time of resumption of service
) In no event will, Digital Space Explorer, Inc., Squadzip, It’s affiliates, be liable under, or otherwise in connection with these terms for any direct, indirect, exemplary, special, consequential, incidental or punitive damages; any loss of profits, business, or anticipated savings; any loss of, or damage to data, reputation, revenue or good will; and or the cost of procuring any substitute goods or services.
) This Agreement constitutes the entire Agreement between the Customer and Digital Space Explorer, Inc.and no representation, statement, condition or warranty not contained in this Agreement shall be binding on Digital Space Explorer, Inc. and any conditions or warranties implied by any statute(s) are hereby excluded to the extent permitted by such statute(s) and no alteration, waiver or modification of the terms of this Agreement as printed whether made before or after it has been signed on behalf of Digital Space Explorer, Inc. or release and discharge from it shall be valid unless recorded in writing and signed by a Director of the Company or Legal Counsel of Digital Space Explorer, Inc. and by a person authorized by the Customer.
) Upon the Initial Contract Period expiration, Customer may opt out of renewal in which the Customer shall be given egress access of 30 days to export all data prior to permanent deletion by Digital Space Explorer Inc. Customer shall pay Digital Space Explorer, Inc. immediately all current charges and, if any, all past due charge
) Premature termination of this Agreement, may be requested, free of any future liabilities, only if the other party is in breach of any of the terms and conditions stated in this agreement and such breach is not remedied within thirty (30) calendar days from the time a written notice was received by the breaching party. Otherwise, The Customer shall pay to Digital Space Explorer, Inc.the total of the following amounts
The total amount due and owing at the time of such termination plus interest thereon calculated in accordance to Section 2 (3)
The balance of all future and undue SUBSCRIPTION under this Agreement immediately become due and payable;
) Digital Space Explorer, Inc.grants the Customer a non-exclusive license to use the software supplied with this subscription
) The Customer will not and must not permit or procure its Personnel or subcontractors to, unless otherwise expressly authorized in writing by Digital Space Explorer Inc:,
reverse engineer or decompile the Software;
reproduce, make error corrections to or otherwise modify or adapt the Software to create any derivative works based on the Software;
use, or permit, the Software to be accessed or used in any way other than in a manner expressly permitted by this Agreement;
attempt to gain unauthorized access to any Materials other than those which the Customer has been given express permission to access on the computer system which the Software is hosted;
challenge the validity of any Intellectual Property Rights of Digital Space Explorer, Inc.(or a Related Body Corporate of Digital Space Explorer Inc);
permit the Software to be accessed in any unauthorized way, including via interfaces (including exposing or “passing through” a software API or otherwise making the Software accessible as an API).
do or permit any other act which infringes Digital Space Explorer, Inc’s Intellectual Property Rights;
do or permit an act that uses the Software in a way that could infringe a third party’s Intellectual Property Rights; or
use the Software in any way that could damage the reputation of Digital Space Explorer Inc.
Guarantee of Payment
) In consideration of Digital Space Explorer, Inc. entering into the terms and conditions of this agreement the Customer hereby guarantees by way of indemnity to Digital Space Explorer, Inc. the due and punctual payment by the Customer of all monies payable by the Customer under this agreement and the due performance and observance of the terms and conditions thereof. The granting of time concession or indulgence to or the making of any composition with or the waiver of any breach or default by the Customer or those of this guarantee shall not avoid release or discharge this guarantee in any way whatsoever.
) Customer acknowledge and accept that Digital Space Explorer, Inc.has the right to use Customer’s logo to identify you as a Customer of Digital Space Explorer, Inc.or user of the Service, on Digital Space Explorer Inc’s web site, marketing materials or otherwise by announcements on social media.
THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, TO THE FULLEST EXTENT PERMITTED BY LAW AND DIGITAL SPACE EXPLORER, INC. EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT DIGITAL SPACE EXPLORER, INC. DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM DIGITAL SPACE EXPLORER, INC. OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL DIGITAL SPACE EXPLORER, INC. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, DIGITAL SPACE EXPLORER, INC. SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE MONTHLY SERVICE FEE PAID OR PAYABLE BY YOU FOR THE ONE MONTH PRECEDING THE TIME OF ANY CLAIM FOR MONETARY DAMAGES . THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
Some countries or states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES OR COUNTRIES, ANY LIABILITY OF DIGITAL SPACE EXPLORER, INC. WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.