EASYWORKFORCE SOFTWARE TERMS OF SERVICE
PLEASE READ THESE TERMS OF SERVICE (“TERMS”) CAREFULLY. These Terms of Service (“Terms”) apply to your personal use of the online service you are currently using and the technology supporting the service (collectively the “Services”). EasyWorkforce Software (“EasyWorkforce”) makes the Services available to you (sometimes referred to as “your” or “user”) in exchange for your agreement with all the terms and conditions below.
PLEASE READ THESE TERMS CAREFULLY. These Terms are a binding legal document between you and EasyWorkforce, together with any of its affiliates or subsidiaries. Do not access or use the Services if you do not agree to these Terms. EasyWorkforce may revise and update these Terms from time to time without prior notice to you and will post the updated Terms to the Services. ANY CHANGES TO THESE TERMS WILL APPLY IMMEDIATELY UPON POSTING. Your continued use of the Services after updated Terms are posted to the Services constitutes your acceptance to be bound by any changes. You and EasyWorkforce are referred to herein individually as a “Party” and jointly as the “Parties.”
1. YOUR RIGHTS TO ACCESS THE SERVICES
EasyWorkforce grants you a limited, revocable, non-transferable, and non-exclusive right to access and use the Services for your personal use only. EasyWorkforce may terminate, in our sole discretion, your right to use the Services if you use the Services in excess of this limited right. EasyWorkforce does not guarantee the accuracy of the Services. EasyWorkforce retains the right to revoke this right or disable or deny access to the Services to any user for any reason.
Access to and use of password protected or secure area of the Services is restricted to authorized users only. Unauthorized access or attempted access to such areas is prohibited and may lead to criminal prosecution.
2. EASYWORKFORCE CONTENT
EasyWorkforce strives to post accurate and up-to-date information, content, applications, and materials on the Services (“EasyWorkforce Content”). EasyWorkforce grants you a limited, revocable, non-transferable right to use EasyWorkforce Content for your personal use only. EasyWorkforce Content is either (1) authored or produced by EasyWorkforce, or (2) licensed from outside sources. EasyWorkforce does not guarantee the accuracy of EasyWorkforce Content. EasyWorkforce retains all ownerships rights, control, or licenses to EasyWorkforce Content. Except as expressly permitted by these Terms, you and any other individual(s) are expressly prohibited from reproducing, duplicating, copying, publishing, selling or otherwise exploiting EasyWorkforce Content. EasyWorkforce may terminate, in its sole discretion, your right to access or use EasyWorkforce Content for any reason EasyWorkforce deems appropriate.
3. PROPRIETARY RIGHTS
3.1 Title to Technology. As between you and EasyWorkforce, any and all patent rights, copyrights, trade secrets, trade names, service marks, trademarks, moral rights, know-how and any other similar rights or intangible assets recognized under any laws or international conventions, and in any country or jurisdiction in the world, as intellectual creations to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations or reissues of the foregoing now or hereafter in force (“Intellectual Property Rights”) pertaining to EasyWorkforce or the Services in whole or in part, shall be, vest with and remain the exclusive property of EasyWorkforce and its third party licensors. Nothing in these Terms is meant to give you any Intellectual Property Rights in or to the Services.
3.2 Suggestions. EasyWorkforce shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or your affiliates users relating to the Services in any manner.
3.3 Trademarks. “EasyWorkforce,” the EasyWorkforce logo all EasyWorkforce software and product names, “TimeLogix,” the TimeLogix logo, and any and all TimeLogix software and product names, “EasyClocking,” the EasyClocking logo and any and all EasyClocking software and product names are trademarks or service marks of EasyWorkforce or its affiliates (collectively, the “Marks”). No right or license to use the Marks is granted under these Terms, except that you shall have the limited right to use the Marks solely as they appear in the Services. You shall not use the Marks in advertising or promotional material nor shall you disclose EasyWorkforce as a service provider to any third party, except for such disclosures required by federal, state or local government regulations, or as otherwise may be approved in advance and in writing by EasyWorkforce. You shall not remove, alter or obscure any Marks or proprietary notices contained in the Services or other materials provided by EasyWorkforce.
3.4 Your Content. To improve your overall experience with the Services, you may submit content to EasyWorkforce by submitting messages or questions to the “EasyBot.” When you submit content to EasyWorkforce, excluding any information or data you make available for the provision of the Services, you provide EasyWorkforce and its affiliates and services providers an unrestricted, perpetual, worldwide license to use your content in any manner. EasyWorkforce may translate, adapt, communicate, publish, publicly perform, publicly display, transmit and distribute your content. You warrant and represent you have the necessary rights to grant EasyWorkforce and our service providers a license to your content. This license continues even if you stop using the Services.
4. PROHIBITED USE
You shall not use the Services for purposes other than as set forth in these Terms. In furtherance thereof, you will not (i) resell the Services or any data received in connection therewith or otherwise disclose, disseminate, reproduce or publish any portion of the Services in any manner or permit the same; (ii) use the Services to create derivative products or other derivative works; (iii) modify, translate, alter, disassemble, decompile, manipulate or reverse engineer any portion of the Services; (iv) except any authorized users, permit any third party to access or use the Services; (v) create Internet “links” to or from the Services, or “frame” or “mirror” any content forming part of the Services, other than on its internal intranets or otherwise for its own internal business purposes; (vi) send spam or other duplicative or unsolicited messages in violation of applicable laws; (vii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates third party privacy rights; (viii) send through, store in or otherwise introduce to the Services, through its use or otherwise, a computer virus or other malicious code; (ix) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (x) attempt to gain unauthorized access to the Services or its related systems or networks.
5. COMPLIANCE WITH LAWS
You, your affiliates, or your authorized users shall use the Services in compliance with all applicable laws, statutes, ordinances, and regulations. You shall obtain any necessary licenses, certificates, permits, approvals or other authorizations required by all laws, statutes, ordinances and regulations applicable to your use of the Services.
To maintain the security and privacy of the Services, EasyWorkforce may, in its sole discretion, suspend or terminate, in whole or in part, your access to the Services if you violate these Terms. EasyWorkforce will not be liable to you or any other individual for the suspension or termination of your access to the Services.
7. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT ALLOWED BY LAW AND EXCEPT AS UNAMBIGUOUSLY AND EXPRESSLY SET FORTH IN THESE TERMS, EASYWORKFORCE MAKES NO PROMISES ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES 80855369.1 OF FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO EASYWORKFORCE), MERCHANTABILITY, NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EASYWORKFORCE DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERRORS OR OMISSIONS OR THAT ALL DEFECTS SHALL BE CORRECTED, OR WILL BE AVAILABLE 24 HOURS PER DAY, 7 DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN, OR THE UNAVAILABILITY OF, THE SERVICES, WHETHER SUCH ERRORS OR OMISSIONS OR UNAVAILABILITY RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. EASYWORKFORCE MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETY OF THE USE OF THE SERVICES FOR ANY SPECIFIC PURPOSES. EASYWORKFORCE DOES NOT WARRANT THAT THE SERVICES SHALL MEET YOUR EXPECTATIONS OR REQUIREMENTS. WHILE THE MANUFACTURERS OR LICENSORS OF PRODUCTS MAY PROVIDE CERTAIN WARRANTIES AND OTHER TERMS AND CONDITIONS WITH RESPECT TO THE PRODUCTS, EASYWORKFORCE MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING PRODUCTS MANUFACTURED BY THIRD PARTIES.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, EASYWORKFORCE AND ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ASSIGNEES, AND SUCCESSORSIN- INTEREST (A) ARE NOT LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER ARISING (INCLUDING NEGLIGENCE), AND (B) WILL IN NO EVENT BE LIABLE TO YOU FOR ANY CLAIMS ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES IN ANY AMOUNT. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES WILL BE TO STOP USING THE SERVICES.
You shall indemnify, defend and hold EasyWorkforce harmless from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising from a claim, suit or proceeding brought against EasyWorkforce by a third party arising out of or related to your, your affiliates, or your users’ (i) use or misuse of the Services; (ii) provision of or EasyWorkforce’s use of any data; (iii) breach of these Terms; (iv) violation of any law or the rights of any third party; and (v) negligence or willful misconduct.
10. THIRD PARTY WEBSITES
We are not responsible for the practices employed by any non-EasyWorkforce operated website or service linked to or from the Services, including the information or content contained therein. A link to a third party’s website should not be construed as an endorsement. We encourage you to investigate and ask questions before disclosing Personal Information to third parties.
All notices required under these Terms shall be sent through the Services.
Customer shall not assign or transfer these Terms or any rights or obligations under these Terms without EasyWorkforce’s prior written consent. A change in control constitutes an assignment under these Terms.
If any provision, or part thereof, of these Terms become or are declared invalid, illegal or unenforceable in any respect under any law, such provision, or part thereof, shall be null and void, and deemed deleted from these Terms. The validity, legality and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired.
12.4 No Waiver
Any waiver is only valid to the extent expressly set forth in writing.
12.5 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its principles of conflicts of law. Any litigation arising out of these Terms shall be brought by either Party in a court of competent jurisdiction located in Broward County, Florida, and each Party hereby waives any defenses it may have before such courts based on a lack of personal jurisdiction or inconvenient forum. Each Party hereby expressly and irrevocably waives the right to a jury trial. The prevailing party shall be awarded its reasonable attorneys’ fees and costs in any proceeding arising out of or related to these Terms.
12.6 No Third Party Beneficiaries
EasyWorkforce and Customer agree that these Terms, including all terms incorporated by reference, are for the benefit of the entities executing such document(s) and are not intended to confer any rights or benefits on any third party, including any employee or client of either entity executing such document(s), and that there are no third party beneficiaries as to these Terms or any part or specific provision of these Terms.
The following sections shall survive the expiration or termination of these Terms: §3 Proprietary Rights; §6 Termination; §7 Disclaimer of Warranties; §8 Limitation of Liability; §9 Indemnity; and §12 Miscellaneous, and any other sections which, by their very nature, are intended to survive the expiration or termination of these Terms.
Version 2.0 11/23/21