Terms of Service
These Terms of Service ("Terms") govern your access to and use of the services provided by Facilitize, LLC ("Facilitize"), a Nevada limited liability company with its principal office located at 1489 West Warm Springs Rd., Suite 110, Henderson, Nevada 89014, USA.
By accessing or using the Services, you ("Client") agree to be bound by these Terms.
1. Definitions
In these Terms, the following terms shall have the meanings set forth below:
• "Services": The services to be performed by Facilitize as outlined in the applicable quote or agreement provided to the Client.
• "Client": The individual or entity accessing or using the Services.
• "Facilitize": Facilitize, LLC.
• "Confidential Information": All non-public, proprietary, or confidential information disclosed by one party to the other, as further defined in Section 6.
• "Fees": The amounts payable by Client to Facilitize as specified in the applicable quote or agreement.
• "Term": The duration of these Terms as set forth in Section 2.
• "Work Order": A request for services issued by a Client to a third party through the Facilitize platform under these Terms.
• "Intellectual Property Rights": All patent, copyright, trademark, trade secret, and other proprietary rights recognized in any jurisdiction worldwide.
• "Team": The employees of the Client that are authorized to use Facilitize’s Services.
• "Vendor": Third-party entities that are either contracted by Client or Facilitize for performance of any actions or provision of any materials necessary for the completion of Facilitize’s Services.
2. Term and Termination
2.1 Term
(a) Monthly Subscriptions
These Terms commence on the Effective Date and continue on a month-to-month basis for Clients subscribing on a monthly basis, unless terminated as provided herein.
(b) Annual Subscriptions
For Clients subscribing on an annual basis, these Terms commence on the Effective Date and continue for an initial term of one (1) year ("Initial Term"), unless earlier terminated as provided herein. Thereafter, these Terms automatically renew for successive one (1) year periods ("Renewal Term"), unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
2.2 Termination by Client
(a) Monthly Subscriptions
• Cancellation: Client may cancel a monthly subscription at any time during the month of service by providing written notice to Facilitize. Services will continue until the end of the paid month, after which access and usage will cease.
• Limitations: Monthly subscriptions cannot be canceled retroactively after the month has ended and a new billing cycle has begun, regardless of whether payment has been made for the subsequent month.
(b) Annual Subscriptions
• Termination Notice: Client must provide at least sixty (60) days’ prior written notice before the desired termination date.
• Payment Obligations:
Upfront Payments: If Client paid the annual subscription upfront, Client will not be entitled to any refund upon termination. Any additional fees associated with the annual plan must be settled by the termination date.
Monthly Installments: If Client opted for monthly installments under the annual plan, Client is responsible for paying the full remaining balance of the annual subscription upon termination, as annual subscriptions are offered at a discounted rate.
• Outstanding Obligations: All subcontracted work and outstanding invoices must be paid prior to the termination date.
2.3 Termination by Facilitize
Facilitize may terminate these Terms and restrict or suspend Client's access to the Services immediately upon written notice if Client:
(a) Fails to make any payment due under these Terms and such failure continues for thirty (30) calendar days after written notice of nonpayment;
(b) Materially breaches any provision of these Terms and fails to cure such breach within thirty (30) days after receiving written notice thereof;
(c) Becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed for it;
(d) Files for bankruptcy or has bankruptcy proceedings initiated against it.
2.4 Effect of Termination
Upon termination or expiration of these Terms:
(a) Cessation of Services: All rights and licenses granted to Client under these Terms shall immediately cease. Client shall cease all use of the Services.
(b) Return of Confidential Information: Facilitize shall return any Confidential Information of Client and retain copies according to law and any written request by Client.
(c) Payment of Outstanding Fees: Client shall pay all outstanding Fees due, including:
• Monthly Subscriptions: Any Fees for Services provided up to the end of the current monthly term.
• Annual Subscriptions:
Upfront Payments: No refunds will be provided for annual subscriptions paid upfront. Any additional fees associated with the annual plan must be settled by the termination date.
Subcontracted Work: All subcontracted work and outstanding invoices must be paid prior to the termination date.
(d) No Refunds: Except as expressly provided herein, there shall be no refunds of any Fees paid prior to termination.
2.5 Survival
The rights and obligations of the parties contained in Sections 4 (Fees and Payment Terms), 5 (Intellectual Property Rights), 6 (Confidentiality), 7 (Representations and Warranties), 8 (Indemnification), 9 (Limitation of Liability), and 11 (General Provisions), and any other provisions that by their nature should reasonably survive termination, shall survive the termination or expiration of these Terms.
3. Scope of Services
3.1 Description of Services
Facilitize shall provide the Services as outlined in the applicable quote or agreement provided to the Client, which may include:
• Event reporting
• Maintenance work order dispatching and management
• Location management
• Task management
• Team data management (where "Team" refers to Client’s employees)
• Vendor management
• Onboarding documentation
Facilitize’s platform will manage the data and documentation for these categories and handle dispatching and task assignment. However, Facilitize is not responsible for the actual management or completion of tasks, work, or compliance requirements; this responsibility lies solely with Client.
3.2 Client Responsibilities
• Data Entry: Client is responsible for entering relevant information into the platform unless otherwise requested. If Client requests Facilitize to handle this implementation, an additional implementation fee may apply.
• Task and Work Completion: Client is responsible for ensuring that tasks and work assigned to vendors or Team members are completed.
• Regulatory Compliance: Any regulatory liability or compliance associated with task completion is the sole responsibility of Client.
3.3 Optional Services
Upon Client’s request, Facilitize may provide:
• Subcontracting Services: When a Work Order is submitted by the Client for services that they do not have a Vendor to perform, Facilitize may assist in identifying a competent and reputable subcontractor. This additional "Subcontracting Service" is subject to additional fees as stated in Section 4.4.
• Payment Handling Services: Facilitize may process Vendor payments on behalf of Client, with a service fee applied to each transaction. This service fee is in addition to any processing fees incurred based on the payment method used to process the payment to the vendor.
Any optional services requested by Client shall be outlined in the applicable quote or mutually agreed upon in writing.
3.4 Modifications and Additional Services
Any modifications to the scope of the Services or any additional services requested by Client shall require a written amendment to these Terms agreed upon by both parties.
4. Fees and Payment Terms
4.1 Fees
Client agrees to pay Facilitize the Fees as specified in the applicable quote, which may be structured as a monthly or annual subscription plan. Additional fees may apply for optional services such as subcontracting and payment handling.
4.2 Monthly Subscription Plan
Payment Timing: Payment must be made prior to the first day of each month of service.
Continuation of Services: Access and usage will continue on a monthly basis unless terminated by either party, with access ceasing at the end of the month for which the last payment was received.
4.3 Annual Subscription Plan
• Payment Options: Client may elect to pay for the entire year upfront or in monthly installments.
• Monthly Installments: If paying in monthly installments, payments will be charged automatically each month.
• Late Payments: In the event of a missed installment payment, a late fee of 1.5% of the outstanding balance may be applied.
4.4 Subcontracting Services
• Payment Obligations: Client shall pay the invoice for any subcontracted services within thirty (30) days of the invoice date.
• Service Fee: A subcontracting service fee shall apply to all Subcontracting Services as described in Section 3.3 above.
4.5 Payment Handling Services
• Service Fee: A service fee will be applied to each transaction where Facilitize processes vendor payments on behalf of Client.
• Processing Fees: This service fee is in addition to any processing fees incurred based on the payment method used to process the payment to the vendor.
4.6 Invoicing and Payment
• Invoicing: Facilitize will provide invoices according to the monthly or annual subscription chosen by Client.
• Payment Terms: Unless otherwise specified, all invoices are due within thirty (30) days of issuance.
• Late Fees: Late payments may incur an interest charge of 1.5% per month or the maximum rate permitted by law, whichever is lower.
4.7 Taxes
All Fees described in these Terms exclude any applicable taxes, including sales tax, use tax, value-added tax, or other similar taxes. Client assumes all responsibility for paying any and all taxes that may be applicable to receipt of the Services.
4.8 Additional Charges
Additional charges may apply if data storage, user access, or usage exceeds standard allowances for the selected Service plan, as outlined in the applicable quote or agreement provided to the Client.
5. Intellectual Property Rights
5.1 Ownership of Intellectual Property
(a) Facilitize Intellectual Property:
Facilitize retains all rights, title, and interest in and to the Services, including all software, technology, algorithms, methodologies, designs, know-how, and any enhancements or modifications thereto, as well as all related Intellectual Property Rights. No ownership rights are transferred to Client.
(b) Client Intellectual Property:
Client retains all rights, title, and interest in and to any data, content, materials, or information that Client provides or inputs into the Services ("Client Data"). Facilitize acknowledges it has no ownership rights in Client Data.
5.2 License to Use Client Data
Client grants Facilitize a non-exclusive, royalty-free, worldwide license to use, reproduce, display, transmit, and modify the Client Data solely as necessary to provide the Services under these Terms.
5.3 Usage Data
Facilitize may collect and use aggregated and anonymized data related to Client's use of the Services ("Usage Data"). All rights to Usage Data belong to Facilitize, provided such data does not identify Client or any individual.
5.4 Feedback
If Client provides any suggestions or feedback regarding the Services ("Feedback"), Facilitize may use and incorporate such Feedback without any obligation or compensation to Client.
5.5 Third-Party Intellectual Property
Facilitize shall ensure it has the necessary rights and licenses to any third-party software or materials used in providing the Services. Client agrees to comply with any applicable third-party terms when using the Services.
6. Confidentiality
6.1 Definition of Confidential Information
"Confidential Information" means all non-public, proprietary, or confidential information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.
6.2 Exclusions
Confidential Information does not include information that:
(a) Is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
(b) Was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation;
(c) Is received from a third party without breach of any obligation owed to the Disclosing Party;
(d) Was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
6.3 Protection of Confidential Information
The Receiving Party shall:
(a) Not use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms;
(b) Use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but no less than reasonable care;
(c) Not disclose any Confidential Information to any third party except as permitted under these Terms;
(d) Limit access to Confidential Information to those employees, contractors, and agents who need such access and are bound by confidentiality obligations.
6.4 Compelled Disclosure
If the Receiving Party is compelled by law to disclose Confidential Information, it shall provide the Disclosing Party with prior written notice and reasonable assistance to contest the disclosure.
6.5 Return or Destruction of Confidential Information
Upon termination of these Terms or upon request, the Receiving Party shall promptly return or destroy all Confidential Information of the Disclosing Party, except as required by law.
6.6 Remedies
Unauthorized disclosure of Confidential Information may cause irreparable harm. The Disclosing Party shall have the right to seek injunctive relief in addition to other remedies.
6.7 Vendor Information
Vendor Information that may be designated as Confidential Information under these Terms shall be excluded from the requirements of these Terms if that Vendor separately submits the same information directly to Facilitize. Client Information that may be provided by Vendors shall be maintained as Confidential pursuant to these Terms.
7. Representations and Warranties
7.1 Mutual Representations and Warranties
Each party represents and warrants that:
(a) It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) It has full right, power, and authority to enter into and perform its obligations under these Terms;
(c) The execution and performance of these Terms have been duly authorized;
(d) These Terms constitute a valid and binding obligation enforceable against it;
(e) Its performance under these Terms does not violate any applicable law or agreement.
7.2 Client Representations and Warranties
Client represents and warrants that:
(a) Its use of the Services, including Client Data and Vendor Information, will not violate any laws or infringe upon third-party rights;
(b) It has obtained all necessary consents from Vendors and Team members;
(c) It is responsible for the accuracy, quality, and legality of Client Data.
7.3 Facilitize Representations and Warranties
Facilitize represents and warrants that:
(a) The Services will be provided materially in accordance with the Documentation and the applicable quote or agreement.
(b) It will perform the Services in a professional and workmanlike manner;
(c) It will use commercially reasonable efforts to maintain the security and integrity of the Services.
7.4 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND. FACILITIZE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
8. Indemnification
8.1 Indemnification by Facilitize
Facilitize shall defend, indemnify, and hold harmless Client and its officers, directors, employees, agents, successors, and assigns from any losses, damages, liabilities, costs, and expenses arising out of any third-party claim alleging that the Services infringe or misappropriate any U.S. patent, copyright, trademark, or trade secret.
Exclusions: Facilitize's obligations do not apply to claims arising from:
(a) Modifications not made by Facilitize;
(b) Combination with products not provided or authorized by Facilitize
(c) Use not authorized by these Terms;
(d) Client Data or materials provided by Client.
8.2 Indemnification by Client
Client shall defend, indemnify, and hold harmless Facilitize and its officers, directors, employees, agents, successors, and assigns from any losses, damages, liabilities, costs, and expenses arising out of any third-party claim relating to or arising from:
(a) Client's breach of any representation, warranty, or obligation;
(b) The Client Data, including infringement claims;
(c) Client's use of the Services in violation of laws or third-party rights;
(d) Any work or services performed by Client's vendors or Team members, including injuries or damages caused by such parties;
(e) Failure by Client or its vendors or Team members to complete tasks or comply with regulatory requirements.
8.3 Indemnification Procedures
The indemnified party shall:
(a) Promptly notify the indemnifying party of any claim;
(b) Allow the indemnifying party to control the defense and settlement;
(c) Provide reasonable assistance at the indemnifying party's expense.
8.4 Exclusive Remedy
This Section states the parties' sole liability and exclusive remedy with respect to the specified claims.
9. Limitation of Liability
9.1 Consequential Damages Exclusion
EXCEPT FOR:
(a) Breach of confidentiality obligations under Section 6;
(b) Indemnification obligations under these Terms;
(c) Intentional misconduct or gross negligence;NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2 Limitation of Liability
EXCEPT FOR THE EXCLUSIONS, FACILITIZE’S MAXIMUM CUMULATIVE LIABILITY ARISING FROM OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO FACILITIZE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
10. Governing Law and Dispute Resolution
10.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles.
10.2 Jurisdiction and Venue
Any legal action arising out of or relating to these Terms shall be brought exclusively in the federal or state courts located in Clark County, Nevada. Each party consents to the personal jurisdiction and venue of such courts.
10.3 Dispute Resolution
(a) Negotiation: The parties shall first attempt in good faith to resolve any dispute through negotiations between senior executives.
(b) Mediation: If unresolved within thirty (30) days, the parties agree to submit the dispute to non-binding mediation.
(c) Arbitration: If still unresolved after mediation, either party may commence binding arbitration in Clark County, Nevada, under the Commercial Arbitration Rules of the American Arbitration Association (AAA).
(d) Equitable Relief: Either party may seek equitable relief in court to protect its Confidential Information or Intellectual Property Rights without first engaging in dispute resolution.
11. General Provisions
11.1 Force Majeure
Neither party shall be liable for failure to perform due to causes beyond its reasonable control, such as natural disasters, war, terrorism, labor disputes, or governmental actions. The affected party shall notify the other and use reasonable efforts to mitigate the impact.
11.2 Notices
Method: Notices shall be in writing and delivered by personal delivery, registered mail, courier, or email with confirmation.
Address for Facilitize:
Facilitize, LLC
1489 West Warm Springs Rd., Suite 110
Henderson, Nevada 89014, USA
Attention: Legal Department
Email: info@facilitize.io
11.3 Assignment
Neither party may assign these Terms without the prior written consent of the other party, except to an affiliate or in connection with a merger or sale of assets.
11.4 Entire Agreement
These Terms, including all Exhibits, constitute the entire agreement between the parties and supersede all prior agreements.
11.5 Amendments
No amendment or modification of these Terms shall be effective unless in writing and agreed upon by both parties.
11.6 Severability
If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, and the remaining provisions shall remain in full force.
11.7 Waiver
No waiver of any breach shall be deemed a waiver of any subsequent breach. All waivers must be in writing and agreed upon by the waiving party.
11.8 Counterparts and Electronic Signatures
These Terms may be executed in counterparts, each of which is deemed an original. Signatures transmitted electronically shall be valid and binding.
11.9 Relationship of the Parties
The parties are independent contractors. These Terms do not create a partnership, joint venture, or agency relationship.
11.10 Third-Party Beneficiaries
There are no third-party beneficiaries to these Terms.
11.11 Headings
Headings are for reference only and do not affect interpretation.
Privacy Policy
Available at: https://facilitize.io/privacy-policy
By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. https://facilitize.io/privacy-policy