Terms of Service

Updated: 16 May 2023

IMPORTANT-READ CAREFULLY

This TOS is a legal agreement between You (either an individual or a single entity) and 3Floorsup Pty Ltd (“Us”, “We” or “Maintainly”) for the products and services outlined herein, including any computer software and associated support and training services, and may include online or electronic documentation. By accessing and using any part of The Services delivered under this TOS, You agree to be bound by the terms outlined herein. YOU ARE LEGALLY PERMITTED TO USE AND ACCESS THIS SERVICE AND YOUR EMPLOYER HAS GRANTED YOU THE AUTHORITY TO ENTER INTO THIS AGREEMENT, FOR AND ON ITS BEHALF. If you do not agree to the terms listed herein, promptly advise us, and all access will be disabled.

In addition to this TOS, please refer to our other policies on privacy & cookies:

1. CONTRACTING PARTY

This Agreement is being formed by the “Account Holder” (“You”) and 3Floorsup Pty Ltd (referred to hereinafter as "Maintainly") and its successors and assigns, as the sole contracting party liable for any obligations to You under this Agreement, unless We stipulate to You otherwise, in which case any reference to “Maintainly” shall only be considered a reference to that contracting party that We have stipulate.

2. DESCRIPTION OF SERVICES

The systems, skills, methodologies, knowledge, trade secrets, know-how, and computer software for the gathering, storing, manipulating, displaying and reporting of data, support and training rendered, as well as an application programming interface ("API") being licensed under this agreement all form part of what is referred to herein as "The Service".

3. ACCOUNT HOLDER

You are engaging Maintainly to provide The Service under this TOS. By engaging Maintainly to provide The Service, you represent and warrant to Maintainly that: You are at least sixteen years of age; all registration information you provide is truthful and accurate and that you will maintain this information in an accurate form; you are legally permitted to use and access The Service and your employer has expressly granted you permission to enter into this agreement, for and on its behalf.

4. ENTIRE AGREEMENT

This TOS constitutes the entire Agreement between Maintainly and You unless both parties have executed an addendum to this TOS that stipulates any variations or additional terms. If no addendum has been executed, then there are no extraneous Agreements, representations or undertakings either express or implied, which affect this Agreement. If no addendum has been executed then this TOS and the items herein set forth the entire obligations of Maintainly to You and vice-versa, and supersedes all prior discussions, representations and amendments of understanding of every kind and nature between the parties.

5. YOUR CONTENT

Account Holder Content ("AHC") includes, without limitation, all copyrights, trademarks, patents, trade secrets, operational maintenance/servicing data, non-public information uploaded to The Service by the Account Holder or otherwise disclosed by the Account Holder to Maintainly. Nothing in this TOS shall be construed to grant Maintainly any ownership, right in, or license to AHC.

You grant Maintainly a non-exclusive, worldwide, royalty-free license to edit, modify, adapt, translate, schedule, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use the AHC as necessary to render The Services to You under this TOS. Maintainly may use AHC to advance the products and services being offered by Maintainly, provided that Maintainly at all times maintains the confidentiality obligations set forth in this TOS and the AHC is used by in a way that does not identify You, your representatives, suppliers or your customers.

AHC can be downloaded at any time using the provided data exports and download tools.
Some data may not be downloadable in bulk due to the nature of the data as well as the relationships in and between the data (eg. photographs, pdf's). In such cases, you can request Maintainly supplies a zip file of the relevant data, the compilation and provision of which shall be chargeable on a time & materials basis that charge shall not be unreasonable.

6. MAINTAINLY CONTENT

Maintainly’s products or services, shall remain the sole and exclusive property of Maintainly or its suppliers, including, without limitation, all copyrights, trademarks, patents, database rights, trade secrets, site maps, site notes, programming code, data, information or any form of coding script, site maps, database schemas developed or provided by Maintainly or its suppliers under this TOS, and any know-how, methodologies and processes related to and any other proprietary rights inherent therein and appurtenant thereto.

Maintainly hereby grants You a worldwide, limited, revocable, non-exclusive, license solely to make use of The Service on the Host Server. You shall have ongoing, continued and uninterrupted rights to this license, so long as this Agreement is in effect. Maintainly hereby reserves for itself all rights in and to The Service not expressly granted to You under this license.

You may not reverse engineer, decompile, or disassemble The Service and provide access to or assist in any way any company or person who intends to reverse engineer, decompile, or disassemble any part of The Service.

You may not rent or lease any part of The Service, nor may You on-rent, on-lease, or on-license this Agreement or any part of The Service to another party.

So long as this Agreement remains valid, You will have rights to any and all upgrades, updates or releases for The Service. Any upgrades will be automatically deployed to the Host Server. You will always operate using the latest version of The Service.

You may not use any part of The Service to form any part of a commercially distributed software application, product or service.

You do not have any rights to use The Service that are not expressly stipulated in this TOS. All other uses that fall outside of the scope of the TOS must receive prior written permission from Maintainly.

7. FEES & PAYMENT

Maintainly reserves the right to charge a License Fee for access ("Fee") to The Service and is licensed to You on a one-person-per-user-account basis.

The Account Holder will pay Maintainly the Fee at the rate of the Account Holder’s selected Plan plus any selected add-on options as set forth on the then-current Plans list visible on the Maintainly website. The Account Holder may alter its selected Plan at any time and changes will be prorated, or come into effect at the commencement of the next billing cycle for offline payments.

Qualifying Users: Any individual user that accesses, has been invited to access or that currently has a permission status that would permit access to your AHC (even if they do not actually choose to access your AHC). In practice, this is any user other than those with the 'Contractor' permission that are either 'active' or 'pending'.

Automated credit card payments: When using the recurring credit card payment method, Maintainly will be licensed to you, under this TOS Agreement, by our retail partner, Paddle.

Paddle will issue you a receipt for any payments that you make to them for Maintainly products or services.

Automated credit card payments will be processed in advance every month or every year ("Billing Period"), depending on your chosen billing period, on the date of when you committed to a paid Plan ("Anniversary Date") and will include the total number of Qualifying Users.

If Qualifying Users are added within a billing period, additional daily pro-rated charges will be made to the existing credit card on file (or in some cases charged all at once at the end of the billing period).

If Qualifying Users are archived, or their access changed to that of a Non-Qualifying User within a billing period, a daily pro-rated credit will be issued and will offset any charges for additional Qualifying User charges, or applied at the next billing Anniversary Date.

If The Service is cancelled, you will retain access until the end of the Billing Period for which you have paid in advance.

Maintainly reserves the right to pass-on any bank chargebacks to You, should you dispute a charge that is legitimately made by Maintainly or it's resellers under the TOS.

Maintainly reserves the right to change its price list and modify the features that are offered as part of The Service and these changes will be notified to you via email or posted on the Maintainly website. Current Plans, fees and features can be viewed at here.

Offline payments: An invoice for the Fees will be issued in advance for each Billing Period (ie. will cover access for the ensuing Billing Period), prior to your Anniversary Date and will include the total number of Qualifying Users for the preceding Billing Period. Payments must be made within 30 days of the invoice date in order to retain access to The Service.

Maintainly will continue invoicing You prior to the Anniversary Date each Billing Period in advance until this Agreement is terminated in accordance with this Agreement.

If Qualifying Users are added within a billing period, they will be charged at a daily pro-rated rate and will be invoiced on an ad-hoc basis (or in some cases charged all at once at the end of the billing period).

If Qualifying Users are archived, or their access changed to that of a Non-Qualifying User within a billing period, a daily pro-rated credit may be issued and will offset charges at the next billing Anniversary Date.

If The Service is cancelled, you will retain access until the end of the Billing Period for which you have paid in advance.

8. FAIR USE POLICY

Maintainly is licensed to You on a one-person-per-user-account basis. Maintainly uses technologies designed to identify individual users and reserves the right to charge for an identified user if multiple persons are utilising a single registered user account.

Passwords may not be shared. In order to accurately track who is making changes to your data, Maintainly requires users to register an account and configure their profile using the name they use in real life. We may ask you to confirm that the name on your Maintainly account is the name you're known by.

Data: Included total cumulative data storage by You is limited to 1GB per paid user, unless otherwise agreed Excess data storage fees may apply.

API Calls: Number of paid users X 1,000 API calls per month, otherwise excess fees may be charged.

9. CONFIDENTIALITY

The Service is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The Account Holder must treat The Service like any other copyrighted material. The Account Holder may make a reasonable number of copies of the printed materials accompanying The Service for internal training and reference purposes. The Service is licensed, not sold, despite any reference to "purchase" or "sale" in this TOS or any invoice or purchase order now or in the future. Confidential Information shall mean: All the AHC; any information that is generally understood to be confidential in nature or designated as such by either party, but shall not include information that:

Is independently developed by the receiving party without access to the other party’s Confidential Information;
Becomes publicly known through no breach of this agreement by the receiving party;
Has been rightfully received from a third party authorised to make such a disclosure;
Has been approved for release in writing by the disclosing party, or;
Is required to be disclosed by a legal mechanism or ruling.

The confidentiality obligations of each party and its representatives shall survive the expiration or termination of this Agreement. Each party shall use the same degree of care to protect the Confidential Information of the other party from unauthorised use or disclosure as it uses to protect its own information of a similar nature, but in no event less than reasonable care.

10. HOST SERVER

The Service will at all times be located on and accessed from the Host Server as provided and administered by Maintainly.

11. WARRANTIES

Each Party represents and warrants that such party has the power and authority to enter into and perform its obligations under this Agreement.

Maintainly warrants that (i) The Service will be diligently operated and maintained free from defect or disruption and be further developed in line with advancements to the technological platform, (ii) The Service will perform substantially in accordance with both the accompanying written materials and any demonstrations of, or published documentation regarding The Service made by Maintainly from time to time (iii) Maintainly and its representatives shall provide services hereunder in a professional and workmanlike manner consistent with applicable industry standards and laws and regulations using reasonable care and skill;

Maintainly warrants that it has incorporated, and will maintain throughout the term, security technologies and measures reasonably designed to be consistent with industry standards to prevent unauthorised access to or use of its computer systems (including the Host Servers), network devices, and/or the data stored or processed through the Host Servers; To the maximum extent permitted by applicable law, Maintainly and the Account Holder and their respective suppliers disclaim all other warranties, either express or implied including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with regard to The Service. This limited warranty gives each party specific legal rights. Each party may have others, which vary from state/jurisdiction to state/jurisdiction.

12. LIABILITY.

Notwithstanding anything else contained in this Agreement, each party agrees to indemnify and hold the other party and its affiliates and agents harmless from and against any losses costs, liabilities and expenses, including legal representation fees arising out of a breach of the representations, warranties and covenants made by such herein, or out of such party’s negligence or wilful misconduct.

You agree to indemnify and hold Maintainly and its affiliates and agents harmless from and against any losses, costs, liabilities and expenses, including legal representation fees, arising out of the AHC.

Maintainly shall not be liable to You, nor shall You be liable to Maintainly, for loss of profits or contracts or other indirect or consequential loss whether arising from negligence, breach of contract or howsoever.

You shall indemnify Maintainly and keep Maintainly fully and effectively indemnified on demand against any loss of or damage to any property or injury to or death of any person caused by any negligent act or omission or wilful misconduct of yours, or your employees, agents or sub-contractors;

13. FORCE MAJEURE.

Except for the payment of Fees by You, if the performance of any part of this TOS by either party is prevented, hindered, delayed or otherwise made impracticable by reason of causes beyond the control of a party, including, as applicable, any flood, fire, judicial or governmental action, labour disputes, technological failure or act of God ("Force Majeure Event"), that party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes. provided that the party could not have avoided the effect of the Force Majeure Event by taking precautions which, having regard to all matters known to it before the occurrence of the Force Majeure Event and all relevant factors, were commercially reasonably for the party to take.

14. ASSIGNABILITY.

You may assign this Agreement, in whole or in part to any entity which controls, or is controlled by, or is under common control with the assigning party, so long as the assigning party remains liable under this Agreement, or any entity resulting from any acquisition, merger or consolidation with the assigning party, or. Maintainly may assign this Agreement, in whole or in part, to any party, so long it receives from the assignee a written guarantee of diligent performance of obligations contained in this Agreement.

15. TERMINATION.

Without prejudice to any other rights, Maintainly may terminate provision of The Service to You if you fail to comply with this TOS and do not cure any such material breach of this Agreement within 30 days of being provided with notice of such breach by Maintainly. Should You fail to pay the Fees by the due date, Maintainly may suspend provision of The Service or restrict access to The Service until such time as the Fees are paid.

You may terminate your Account if Maintainly fails to comply in all material respects with the terms and conditions of this TOS and has not cured any such material breach of this Agreement within 30 days of being provided with notice of such breach by You. Without prejudice to any other rights, You may also terminate this Agreement for convenience at any time. Following any request of termination by You, You will retain access to The Service until the end of your current billing cycle, at which point The Service will be terminated, and all AHC will be purged.

16. SEVERABILITY

If any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision; provided, however, that no such severability shall be effective if it materially changes the economic benefit of the Agreement to either party.

17. CONTACT

You can contact Maintainly at any time by writing the address below or starting a chat.

c/- 4967 Newport Ave, Suite 12-165
San Diego, California 92107
USA

Ph. +1 415 738 2942