Worklution Inc. Trial Terms of Service
1. ACCEPTANCE
Worklution, Inc. DBA Wrk Receipts (“Worklution,” “we,” “us,” or “our”) provides our services (described below) and related content to you through our website(s) located at wrkreceipts.com (the “Site”) and through our mobile applications and related technologies (“Mobile Apps”, and collectively, such Mobile Apps and the Site, including any updated or new features, functionality and technology, the “Service”). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (as amended from time to time, these “Terms of Service”). By accessing, browsing, or otherwise using the Site, Mobile Apps, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Service.
2. SAAS SERVICES AND SUPPORT
2.1 Access and Use. Subject to the terms and conditions of this Agreement, we hereby grants you, and only you, a limited, revocable, non-exclusive, non-transferrable, non-sublicensable right to access and use our proprietary platform containing information related to potential leads (the “Platform”), during the Trial Period (as defined below), solely for your personal use in accordance with the terms and conditions herein (collectively, the “SaaS Services”). You are responsible for maintaining the confidentiality of your password and account details, if any, and are fully responsible for any and all activities that occur under your password or account. You shall (a) immediately notify us of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service.
2.2 Suspension. Notwithstanding anything to the contrary in this Agreement, we may temporarily suspend your access to any portion or all of the SaaS Services if: (a) we reasonably determine that (i) there is a threat or attack on any of the Materials (as defined below); (ii) your use of the Materials disrupts or poses a security risk to the Materials or to any other customer or vendor of us; (iii) you are using the Materials for fraudulent or illegal activities; (iv) our provision of the SaaS Services to you is prohibited by applicable law; or (b) any vendor of ours has suspended or terminated our access to or use of any third-party services or products required to enable you to access the SaaS Services; (any such suspension described in subclause (a) or (b), a “SaaS Service Suspension”). We shall use commercially reasonable efforts to provide written notice of any SaaS Service Suspension to you and to provide updates regarding resumption of access to the SaaS Services following any SaaS Service Suspension. We shall use commercially reasonable efforts to resume providing access to the SaaS Services as soon as reasonably possible after the event giving rise to the SaaS Service Suspension is cured. We will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result of a SaaS Service Suspension.
3. LEAD SERVICES.
3.1 Lead Services. Subject to the terms and conditions of this Agreement, during the Trial Period we will use commercially reasonable efforts to provide you with information on our clients based, as more fully described below (collectively, the “Lead Services”, and together with the SaaS Services, the “Services”).
3.2 Potential Leads. During the Trial Period, you may review the anonymized and/or deidentified list of our clients (“Potential Leads”) as part of the SaaS Services. Notwithstanding anything to the contrary, as between the parties, Potential Leads will, at all times, remain the sole and exclusive property of Worklution.
4. RESTRICTIONS AND RESPONSIBILITIES
4.1 Restrictions. You will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”, and together with the Services, and Lead Information, the “Materials”); (b) modify, translate, or create derivative works based on the Materials (except to the extent expressly permitted by us or authorized within the Services); (c) use the Materials for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) remove any proprietary notices or labels that appear on the Materials and shall reproduce such notices or labels on all copies of the Materials; (e) use the Materials to develop an electronic platform or database in competition with the Services; (f) use the Materials except as expressly permitted by this Agreement; (g) export or bulk download any of the Potential Leads, or use other similar means to retain the information of multiple Potential Leads at once (which for clarity includes taking screenshots of any of the Potential Leads); (h) use the Lead Services for any purpose other than evaluating whether to request Lead Information on any particular Potential Lead; or (i) use Lead Information for any purpose other than engaging the Lead as a client.
4.2 Reservation of Rights. We reserve all rights not expressly granted to you in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Materials.
4.3 Export Controls. Further, you may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
4.4 Equipment. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
5. CONFIDENTIALITY.
5.1 Confidentiality. Each Party (the “Receiving Party”) will take reasonable steps to protect the proprietary and confidential information and materials (the “Confidential Information”) provided by the other party or its representatives (the “Disclosing Party”) from improper disclosure or use. For clarity, Confidential Information of Worklution includes non-public information regarding features, functionality and performance of the Service, and Lead Information.
5.2 Exceptions. “Confidential Information” does not include (a) information known to the Receiving Party prior to the provision of such information by the Disclosing Party, (b) information that are now or later become publicly known without breach of this Agreement by the Receiving Party, (c) information provided to the Receiving Party by a third party who, to the knowledge of the Receiving Party, was not bound by a duty of confidentiality to the Disclosing Party, or (d) information independently developed by the Receiving Party without any use of or reference to any Confidential Information disclosed by the Disclosing Party.
5.3 Protection; Non-Use. The Receiving Party shall not without prior written consent of the Disclosing Party, directly or indirectly, disclose or make available, in whole or in part, the Disclosing Party’s Confidential Information, other than to the Receiving Party’s employees and contractors who need to know such Confidential Information and have executed written agreements with the Receiving Party respecting such Confidential Information in the manner set forth herein. The Receiving Party shall protect the Disclosing Party's Confidential Information with at least the same standard the Receiving Party uses to protect its own Confidential Information of similar nature and value, but in no event less than a reasonable standard of care. The Receiving Party may only use the Disclosing Party’s Confidential Information as necessary to perform its obligations or exercise its rights under this Agreement.
5.4 Compelled Disclosure. Notwithstanding anything to the contrary herein, the Receiving Party may disclose the Disclosing Party’s Confidential Information as require by judicial process or otherwise by law; provided that prior to such disclosure the Receiving Party (a) promptly notifies the Disclosing Party of any actual or threatened legal compulsion of disclosure and any actual legal obligation of disclosure, and (b) cooperates with the Disclosing Party’s reasonable, lawful efforts to resist, limit or delay disclosure.
6. INTELLECTUAL PROPERTY
6.1 Proprietary Materials. As between the Parties, we shall own and retain all right, title and interest in and to (a) the Materials, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with the Materials, and (c) all intellectual property rights related to any of the foregoing. With respect to materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to us (collectively, “Third-Party Materials”), all applicable third-party providers own all right, title and interest, including all related intellectual property rights, in and to the Third-Party Materials. You have no right, license, or authorization with respect to any of the Materials except as expressly set forth in Sections 2 and 3 or the applicable third-party license, in each case subject to Section 4. All other rights in and to the Materials are expressly reserved by us.
6.2 System Data. Notwithstanding anything to the contrary, we shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and we will be free (during and after the term hereof) to (a) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and our other offerings, and (b) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
6.3 Feedback. You may from time to time provide us with suggestions or comments for enhancements or improvements, new features or functionality or other feedback (“Feedback”) with respect to the Materials or Services. We will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. We will have the full, unencumbered right, without any obligation to compensate or reimburse you, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
7. TERM AND TERMINATION
7.1 Term. This Agreement shall become effective as of the Effective Date and unless earlier terminated as set forth herein, shall continue for thirty (30) days thereafter (the “Trial Period”). After the Trial Period, this Agreement shall automatically terminate.
7.2 Termination. In addition to any other remedies it may have, in the event of a material breach of this Agreement, we may terminate this Agreement upon written notice to you if such breach (a) is uncurable, or (b) if capable of being cured, remains uncured two (2) days after written notice is provided to you, reasonably specifying the nature of such breach.
7.3 Survival. Upon any expiration or termination of this Agreement, the following Sections shall survive in full force and effect according to their terms: 4 (Restrictions and Responsibilities); 5 (Confidentiality); 6 (Intellectual Property); 7.3 (Survival); 8.2 (Disclaimer); 9 (Indemnification); 10 (Limitations of Liability); and 11 (Miscellaneous) .
8. WARRANTY AND DISCLAIMER
8.1 You represent and warrant to us that: (a) you have the required power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution of this Agreement and performance of its obligations thereunder do not and will not violate any other agreement to which you are a party; and (c) this Agreement constitutes a legal, valid and binding obligation when signed by you.
8.2 Disclaimer. NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE DO not MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OR ARISING BY CUSTOM OR TRADE SUAGE, WITH RESPECT TO THE ITEMS OR RIGHTS PROVIDED UNDER THIS AGREEMENT, OR IN CONNECTION WITH THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS EXPRESSLY SET FORTH HEREIN, we EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, THAT the Services will be uninterrupted or error free, AND THAT THE INFORMATION ASSOCIATED WITH ANY PARTICULAR LEAD IS ACCURATE.
9. INDEMNIFICATION
You shall defend Worklution and the officers, directors, agents, and employees of Worklution (“Indemnified Parties”) against any third-party claim, allegation or legal action (a “Claim”) arising from (a) any use or disclosure by you of the Materials or Potential Leads in violation of this Agreement, (b) your gross negligence or willful misconduct, or (c) your unauthorized use of the Services or other breach of this Agreement. Further, you shall indemnify and hold the Indemnified Parties harmless against any damages actually awarded or paid as part of a settlement approved by you in connection therewith, including any reasonable attorneys’ fees. If we become aware of any matter for which we believe any Indemnified Party should be indemnified or defended under this Section by you involving any Claim, we will give you prompt written notice of such Claim, and you will have sole control of the defense of any Claim, with counsel of your own choosing and at your own expense. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense and the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Claim with counsel of its own choosing. Any compromise or settlement of a Claim that does not fully and completely absolve the Indemnified Party of all liability related to the Claim will require the prior written consent of both parties.
10. LIMITATION OF LIABILITY
10.1 Disclaimer of Consequential Damages. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, IN NO EVENT WILL EITHER WE BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST OR DAMAGED DATA, LOST PROFITS OR LOST REVENUE, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF.
10.2 General Cap on Liability. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL OUR LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE SUM OF ONE HUNDRED DOLLARS ($100). THIS LIMITATION IS CUMULATIVE AND NOT PER INCIDENT.
10.3 Independent Allocations of Risk. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THEY HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
11. MISCELLANEOUS
11.1 Governing Law. This Agreement and the performance thereof shall be governed interpreted, construed and regulated by the laws of the State of North Carolina without reference to its choice of law rules. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the state or federal courts located in Mecklenburg County, North Carolina, and each party hereby submits to the in personem jurisdiction and venue of those courts and agree that any dispute must be filed in those courts and no other.
11.2 Assignment. You may not assign or transfer this Agreement in whole or in part, without our prior written consent. Any attempted assignment, delegation or transfer by you in violation hereof shall be null and void. We may assign or transfer this Agreement without your consent. Subject to the foregoing, this Agreement shall be binding on the parties and their successors and permitted assigns.
11.3 No Waiver. The failure of either party to insist upon strict performance of any of the terms or conditions of this Agreement or to exercise any of its rights hereunder shall not waive such rights and such party shall have the right to enforce such rights at any time.
11.4 Entire Agreement. This Agreement contains all agreements, promises and understandings between Worklution and you regarding the subject matter of this Agreement, and no oral agreement, promises or understandings shall be binding upon either Worklution or you in any dispute, controversy or proceeding.
11.5 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
11.6 Force Majeure. Each party will be excused from performance for any period during which, and to the extent that, it is prevented from performing any obligation or service (except for any payment obligation hereunder), in whole or in part, as a result of a cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of god, acts of war, epidemics, fire, communication line failures, power failures, earthquakes, floods, blizzard, or other natural disasters (but excluding failure caused by a party’s financial condition or any internal labor problems (including strikes, lockouts, work stoppages or slowdowns, or the threat thereof)) (a “Force Majeure Event”). Delays in performing obligations due to a Force Majeure Event will automatically extend the deadline for performing such obligations for a period equal to the duration of such Force Majeure Event.
11.7 Independent Contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and a party does not have any authority of any kind to bind the other party in any respect whatsoever.
11.8 No Amendments. This Agreement may not be amended or varied except in a writing signed by all parties. This Agreement shall extend to and bind the heirs, personal representatives, successors and assigns hereto.
11.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed will be deemed to be an original and all of which when taken together will constitute one Agreement.