These Terms and Conditions apply to all Ospree subscriptions, software, products, and services, unless otherwise specified in the purchase order, whether purchased directly or via a reseller.
Definitions
“Agreement” means these Terms, the applicable Order Form, Purchase Order, or Letter of Engagement, and, if applicable, any written agreement or contract between the Customer and Ospree that incorporates these Terms by reference.
“Customer” refers to the entity that purchases a subscription to the Ospree Service, directly from Ospree or through an authorized reseller.
“Customer End Users” are individuals authorized by the Customer to use the Ospree Service. Each End User must have a unique email address to access the Ospree Service.
“Intellectual Property Rights” refers to patents, copyrights, trade secrets, know-how, and other intellectual property rights recognized globally.
“Ospree” denotes Ospree Pte Ltd., a Singapore company.
“Ospree Service” is any web-based SaaS product provided by Ospree, as updated periodically, for which Customer has subscribed.
“Order Form” or “Purchase Order” means orders to purchase subscriptions to use the Ospree Service.
“Representative” encompasses affiliates, employees, contractors, advisors, and authorized agents of either party.
“Software” denotes any client software provided by Ospree for use with the Ospree Service.
Renewal Terms
Contracts renew automatically for an additional term equal to the expiring subscription term unless either party provides written notice at least 10 business days before the current term ends. Renewal pricing is consistent with the prior term unless Ospree notifies the Customer of any price change.
Fees
Subscription Fees: Collected via an automated payment plan and due at the start of each billing period.
Metered Usage: Any usage exceeding the agreed plan (e.g., number of Queries) incurs additional charges. If usage consistently exceeds plan limits, Ospree may upgrade the Customer to a higher pricing tier.
Late Payments: Overdue fees accrue interest at 0.05% per day or the maximum rate permitted by law. Continued non-payment may result in service suspension.
Customer Administered Users
If the Order Form limits the number of permitted users, Customer must inform Ospree of any increase in user numbers. Ospree reserves the right to adjust fees accordingly.
Confidentiality and Data Protection
Both parties agree to protect the confidentiality of all information obtained under this Agreement. Disclosure to third parties is prohibited unless required by law or authorized by the other party.
Usage Restrictions – No Rights to Create Derived Data
Customer shall not create derivative data using the Ospree Service. Ospree reserves the right to terminate access for any users associated with sanctioned individuals, entities, or countries.
Return and Refund Policy
No Refunds for Subscriptions: Customers acknowledge that the service meets their needs before subscribing. Payments made are non-refundable, except where explicitly stated in a contract.
Early Termination
Terminating a subscription does not relieve the Customer of their contractual obligations. Early termination may be subject to penalties if specified in the contract.
Security and Risks
The Ospree Service includes security measures, but no electronic service is fully secure. Ospree disclaims liability for any security breaches not directly caused by Ospree’s negligence.
Limitation of Liability
Ospree’s total liability for damages will not exceed the amount paid by the Customer in the three months preceding the incident.
Intellectual Property
All Intellectual Property Rights to the Ospree Service, including software, documentation, and any enhancements, remain the property of Ospree. Customers have no rights to modify, copy, or distribute Ospree’s intellectual property.
Customer Obligations and Restrictions
Authorized Use: Customers and their End Users are granted a non-exclusive, non-transferable license to use the Ospree Service.
Compliance: Customer agrees to comply with all applicable laws and use the Ospree Service for lawful purposes only.
Responsibility: Customer is responsible for maintaining the confidentiality of account credentials and notifying Ospree of any security breaches.
Prohibited Uses
Customers may not:
Use the service in a way that infringes on the rights of others or violates any applicable law.
Attempt to gain unauthorized access to the Ospree Service, servers, or connected systems.
Use the service to harm or exploit minors, transmit unsolicited advertising, impersonate others, or introduce malicious software.
Governing Law and Jurisdiction
This Agreement shall be governed by the laws of Singapore. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Singapore.
Amendments
Ospree reserves the right to modify these Terms at any time by posting the amended terms on its website. Continued use of the Ospree Service constitutes acceptance of any changes.
Waiver and Severability
Failure to enforce any provision of these Terms does not constitute a waiver. If any part of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in effect.
Force Majeure
Ospree is not liable for delays or failures due to events beyond its reasonable control, including acts of God, natural disasters, wars, cyberattacks, or government actions.
Feedback and Error Reporting
Customers may provide feedback to Ospree regarding service improvements. Ospree is granted an unrestricted right to use feedback without obligation or compensation.
Entire Agreement
These Terms, along with any applicable Order Form, represent the entire agreement between Ospree and the Customer and supersede any prior agreements.