1. ACCEPTANCE OF TERMS
1.1 These Terms and Conditions ("Terms") constitute a legally binding agreement between users ("User" or "you") and EXP.OS ("the Provider," "we," or "us"). By accessing or using the EXP.OS Space-Time Management System ("the System"), you acknowledge that you have read, understood, and agree to be bound by these Terms.
2. USER REGISTRATION AND ACCOUNT
2.1 To utilize the full functionalities of the System, Users are required to register for an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
2.2 Users are responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account. Notify us immediately of any unauthorized use or security breaches.
2.3 The System is not intended for use by anyone under the age of 16. You are responsible for ensuring that all Users are at least 16 years old.
3. SYSTEM USAGE AND ACCESS
3.1 EXP.OS grants you a limited, non-exclusive, non-transferable, and revocable right to use the System in accordance with these Terms.
3.2 You may authorize other teammates of various roles to access and use the system subject to your tier plan. You are responsible for all your teammates’ compliance with this Agreement.
3.3 Users agree not to use the System for any unlawful purposes or in ways that disrupt the normal operation of the System or its underlying infrastructure.
3.4 Users may choose to use EXP.OS with third-party platforms, apps, add-ons, services, or Systems, including offerings made available through the EXP.OS (“Third-Party System”). Use of such a Third-Party System with the System may require access to the User’s Data and other data by the third-party provider, for which EXP.OS will permit on User’s behalf if User has enabled that Third-Party Product. User’s use of Third-Party System is subject to the relevant provider’s terms of use, not this Agreement. EXP.OS does not control and has no liability for Third-Party Systems.
4. RESOURCE ALLOCATION AND MANAGEMENT
4.1 EXP.OS provides resource allocation tools to assist in the efficient management of resources within the System.
4.2 Users are responsible for the ethical and reasonable utilization of allocated resources and adherence to any usage policies defined by the Provider.
4.3 Unit of instances in EXP.OS Core is defined as ‘Nodes’, which comes in various tiers at various fees. Each Node can contain a maximum number of resources, plans, bookings flows, teammates etc. as defined by the tier.
4.4 Number of Nodes. Unless otherwise specified in the Order or the Product-Specific Terms, You may set-up and utilize up to one (1) production ‘Node’ within the System included in an Order on systems owned or operated by the User or its appointed roles.
5. USER CONDUCT AND COMPLIANCE
5.1 Users agree to conduct themselves in a manner consistent with industry best practices and in compliance with all applicable laws and regulations.
5.2 Any unauthorized access, data manipulation, or attempts to compromise the security of the System are strictly prohibited.
5.3 Users must ensure they have made all disclosures and obtained all rights and consents necessary for EXP.OS to use User’s Data and User’s Materials to provide the System, Support, or Services.
6. DATA SECURITY AND PRIVACY
6.1 EXP.OS employs industry-standard security measures to protect user data. Users are encouraged to implement additional security measures as necessary for their specific requirements.
6.2 Our Privacy Policy outlines the collection, use, and protection of user data within the System. By using the System, you consent to the terms of the Privacy Policy.
6.3 EXP.OS does not own the customer data generated through User’s operation. Without explicit User approval, EXP.OS shall not access / use / distribute any of User’s customer data for any purposes other than delivering product features / services to the User.
6.4 EXP.OS does not sell/give user data to 3rd parties as a business model.
7. TERMINATION
7.1 EXP.OS reserves the right, with or without prior notice, to suspend or terminate a user's access to the System for violations of these Terms, activities that could jeopardize the System's security or integrity, or if the user does not rectify a material breach of this Agreement, including non-payment of fees, within 30 days of notification.
7.2 User may terminate this Agreement or a Subscription Term upon notice for any reason. User will not be entitled to any refunds as a result of exercising its rights under this Section 7.2, and any unpaid amounts for the then-current Subscription Terms and any related service periods will become due and payable immediately upon such termination.
8. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
8.1 This website contains proprietary material which is owned by or licensed to us. Unauthorized reproduction or distribution of any materials on this website, except as expressly permitted by our copyright notice, is prohibited.
8.2. Confidential Information means information disclosed by one party to the other under or in connection with this Agreement that: (a) is designated by the disclosing party as proprietary or confidential, or (b) should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. EXP.OS’s confidential information includes any source code and technical or performance information about the System. User’s Confidential Information includes User Data and User Materials.
8.3. Obligations. Unless expressly permitted by the disclosing party in writing, the receiving party must: (a) hold the disclosing party’s Confidential Information in confidence and not disclose it to third parties except as permitted in this Agreement, and (b) only use such Confidential Information to fulfill its obligations and exercise its rights in this Agreement. The receiving party may disclose such Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know (including, for EXP.OS, the subcontractors), provided the receiving party remains responsible for their compliance with this Section 8 and they are bound to confidentiality obligations no less protective than this Section 8.
8.4. Exclusions. These confidentiality obligations do not apply to information that the receiving party can demonstrate:
(a) is or becomes publicly available through no fault of the receiving party,
(b) it knew or possessed prior to receipt under this Agreement without breach of confidentiality obligations,
(c) it received from a third party without breach of confidentiality obligations,
or (d) it independently developed without using the disclosing party’s Confidential Information. The receiving party may disclose Confidential Information if required by Law, subpoena or court order, provided (if permitted by Law) it notifies the disclosing party in advance and cooperates, at the disclosing party’s cost, in any reasonable effort to obtain confidential treatment.
9. TRADEMARKS
9.1 All trademarks displayed on this website that are not owned by or licensed to us are acknowledged on the website. Unauthorized use of these trademarks is prohibited.
10. LEGAL RECOURSE
10.1 Unauthorized use of this website may give rise to a claim for damages and/or be a criminal offense. From time to time, this website may also include links to other websites. These links are provided for your convenience to provide further information. They do not signify that we endorse the website(s). We have no responsibility for the content of the linked website(s).
11. MODIFICATION OF TERMS
11.1 EXP.OS reserves the right to modify these Terms at any time. Changes will be effective immediately upon posting. Continued use of the System after such modifications constitutes your acknowledgment and acceptance of the revised Terms.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 These Terms are governed by the laws of the Hong Kong Special Administrative Region (HKSAR). Any dispute, controversy, difference, or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach, or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be in Hong Kong.
13. FEES AND PAYMENT
13.1 If User purchases directly from EXP.OS, fees, and any payment terms are specified in the User’s Order with EXP.OS.
13.2 Renewal Term. Subscription Term will automatically renew at EXP.OS’s then-current rates for:
(i) if User’s prior Subscription was for a period less than twelve (12) months, another Subscription Term of a period equal to User’s prior Subscription Term, or (ii) if User’s prior Subscription Team was for twelve (12) months or more, twelve (12) months. Either party may elect not to renew a Subscription Term by giving notice to the other party before the end of the current Subscription Term. User must provide any notice of non-renewal through account settings in the System, by contacting EXP.OS’s support team or by otherwise providing EXP.OS notice.
13.3 Increased Scope of Use. The user may increase its Scope of Use by placing a new Order or modifying (by mutual agreement with EXP.OS) an existing Order. Unless otherwise specified in the applicable Order, EXP.OS will charge the User for any increased Scope of Use at EXP.OS’s then-current rates are prorated for the remainder of the then-current Subscription Term.
13.4 Refunds. All fees and expenses are non-refundable, except as otherwise provided in this Agreement.
13.5 Credit Cards. If the User uses a credit card or similar online payment method for its initial Order, then EXP.OS may bill that payment method for renewals, additional Orders, overages to scopes of use, expenses, and unpaid fees, as applicable.
13.6 Return Policy. Within thirty (30) days of its initial Order for a Product, the User may terminate the Subscription Term for that Product, for any or no reason, by providing notice to EXP.OS. Following such termination, upon request (which may be made through the User’s EXP.OS account), EXP.OS will refund the User the amount paid for that Product and any associated Support under the applicable Order.
13.7 Suspension for Non-payment. EXP.OS may suspend the User’s rights to use the System or receive Support or Services if payment is overdue, and EXP.OS has given the User no fewer than ten (10) days’ written notice.
14. TAXES
14.1. Tax Responsibility: It is the user's responsibility to pay any sales, use, value-added, or other taxes or duties, except as specifically stated otherwise. EXP.OS will charge these taxes where it is legally required to do so.
14.2 The User agrees to pay all Taxes which may be imposed by any taxing authority in relation to any amount payable under this Agreement whether existing on the Effective Date or coming into effect at any later time. If the User is required by Applicable Law to deduct any Taxes or make a withholding from any amount payable under this Agreement then, notwithstanding anything to the contrary contained in this Agreement, the User shall ensure that the deduction or withholding does not exceed the minimum amount required by law and the gross amount payable by the User to EXP.OS shall be increased so that, after any such deduction or withholding for Taxes, EXP.OS receives an amount equal to the sum it would have received had no such deduction or withholding been made, and the User shall make timely payment of the amount withheld (before penalties attach thereto or interest accrued thereon) to the relevant taxing authority and promptly provide to EXP.OS acceptable evidence of such payments.
14.3 Location-based Tax: Taxes are based on the billing address or the location of the User, and Users are responsible for keeping their location information up to date. For international users, taxes (like VAT in the European Union or GST in Australia and New Zealand) are based on the country specified in the user's billing address, and the user is responsible for complying with their local tax laws, which may include the self-assessment and payment of taxes to their local tax authorities.
14.4 Tax Exemption: If the User is tax-exempt, it is required of the User to provide valid tax exemption certificates or other equivalent information acceptable to the relevant taxing authority, and the exemption will only apply from and after the date EXP.OS receives such certificates.
14.5 Tax Invoices: If EXP.OS is required by law to issue tax invoices or receipts, the terms may state how these documents will be provided, e.g., electronically through the User account or email.
14.6 Indemnity: The user agrees to indemnify EXP.OS against any claims or liabilities resulting from the user's failure to pay any taxes related to their use of the service.
15. WARRANTIES
15.1. Performance Warranties. EXP.OS warrants to the user that:
(a) the System will operate in substantial conformity with the applicable Documentation during the applicable Subscription Term,
(b) EXP.OS will not materially decrease the functionality or overall security of the System during the applicable Subscription Term, and
(c) EXP.OS will use reasonable efforts designed to ensure that the System, when and as provided by EXP.OS, are free of any viruses, malware, or similar malicious code (each, a “Performance Warranty”).
15.2. Performance Warranty Remedy. If EXP.OS breaches a Performance Warranty and the User makes a reasonably detailed warranty claim within 30 days of discovering the issue, EXP.OS will use reasonable efforts to correct the non-conformity. If EXP.OS determines such remedy to be impracticable, either party may terminate the affected Subscription Term. EXP.OS will then refund to the User any pre-paid, unused fees for the terminated portion of the Subscription Term. These procedures are the User’s exclusive remedy and EXP.OS’s entire liability for breach of a Performance Warranty.
15.3. Exclusions. The warranties in this Section 15 (EXP.OS Warranties) do not apply to: (a) the extent the issue or non-conformity is caused by User’s unauthorized use or modification of the System, (b) unsupported releases of Software System or (c) Third-Party System.
15.4. Disclaimers. Except as expressly provided in this Section 15 (EXP.OS Warranties), the System, Support, and Services and all related EXP.OS services and deliverables are provided “AS IS.” EXP.OS makes no other warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, or non-infringement. EXP.OS does not warrant that the User’s use of the System will be uninterrupted or error-free. EXP.OS is not liable for delays, failures, or problems inherent in the use of the internet and electronic communications or other systems outside EXP.OS’s control.
16. LIMITATIONS OF LIABILITIES
16.1 In no event shall EXP.OS be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, arising out of or in connection with your access to, use of, or inability to use EXP.OS, whether based on warranty, contract, tort(including negligence), product liability, or any other legal theory, and whether or not we have been informed of the possibility of such damages.
16.2 The aggregate liability of us, whether in contract, warranty, tort(including negligence, whether active, passive, or imputed), product liability, strict liability, or other theory, arising out of or relating to the use of or inability to use EXP.OS shall not exceed the fees paid by you to us for the portion of the EXP.OS or service giving rise to the claim, if any, or [$3600 USD], whichever is lesser.
17. FREE OR BETA System
17.1. Access. Users may receive access to certain System or Product features on a free, fully discounted, or trial basis, or as an alpha, beta, or early access offering (“Free or Beta System”). Use of Free or Beta System is subject to this Agreement and any additional terms specified by EXP.OS, such as the applicable scope and term of use.
17.2. Termination or Modification. At any time, EXP.OS may terminate or modify User’s use of (including applicable terms) Free or Beta System or modify Free or Beta System, without any liability to User. For modifications to the Free or Beta System or the User’s use, the User must accept those modifications to continue accessing or using the Free or Beta System.
17.3. Free or Beta System may be inoperable, incomplete, or include errors and bugs or features that EXP.OS may never be released, and their features and performance information are EXP.OS’s Confidential Information.
17.4. Disclaimer. Notwithstanding anything else in this Agreement, to the maximum extent permitted by Law, EXP.OS provides no warranty, indemnity, service level agreement, or support for Free or Beta System, and its aggregate liability for Free or Beta System is limited to US$10.
18. FEEDBACK
18.1 If User provides EXP.OS with feedback or suggestions regarding the System or other EXP.OS offerings, EXP.OS may use the feedback or suggestions without restriction or obligation.
19. PUBLICITY
19.1 EXP.OS may identify you as a user of EXP.OS in its promotional materials. EXP.OS will promptly stop doing so within two weeks upon User request sent to xo-os@exp.is