Terms & Conditions

1.1 General. Subject to Customer’s payment of all fees due to Company, Company shall provide Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right for Customer’s Authorized Users to access and use Company’s cloud-based, proprietary software solution (“Services”) for the Customer’s internal business purposes subject to the terms and conditions herein, and, if applicable, certain devices, hardware as a service offering, and physical technical products (collectively the “Products”) and/or implementation, training, or other professional services (“Professional Services”). The Services, and the hardware as a service offering, may be operated and hosted by Company, an affiliate, or a third party. Customer is responsible for obtaining sufficient network connectivity and bandwidth to access and use the Services. Customer’s access to the Services shall be limited to the number of licenses for Authorized Users as agreed to in advance by Company, provided, that, (a) if the Customer is on a month-to-month usage plan (with billing recurring monthly), Customer may increase or decrease its number of Authorized Users upon the start of a new month and (b) if the Customer is on an annual or longer-term usage plan (with an annual or quarterly recurring payments), the Customer may only increase the number of Authorized Users subject to the payment of additional fees as may be invoiced as usage increases. All access, use, delivery, and performance of the Products and Professional Services are subject to Company’s then-current documentation generally provided to customers relating to operation and use of the Products (“Documentation”) and policies. Except for the limited right to use the Products as set forth herein, all rights, interest, and title in and to the Products shall remain with Company or its licensors. Company shall remain fully responsible for the acts and omissions of its affiliates, subcontractors, cloud hosting providers, and other third-party service providers to the same extent as if such acts or omissions were those of Company.

1.2 Authorized Users. Customer shall ensure that each Authorized User agrees to abide by the terms and conditions of the Agreement. Customer is responsible for all Authorized Users’ access to and use of the Services, and all use of Customer’s account and login credentials. Customer is responsible for maintaining the confidentiality of all usernames, passwords, and other log-in credentials used to access or use the Services. Customer will promptly notify Company of any misuse or unauthorized use of log-in credentials or other unauthorized access to or use of the Services of which Customer suspects or becomes aware.

1.3 Use of the Services and Products. By accessing and/or using the Services or Products, Customer represents and warrants that Customer and its Authorized Users will not directly or indirectly (a) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, or algorithms of the Services, or any Documentation or materials related to, or provided with, the Services or Products, (b) modify, translate, or create derivative works based on the Services, (c) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services, (d) access, use, or otherwise exploit the Services or Products to build or support, and/or assist a third party in building or supporting, services or products competitive to the Services or Products, or (e) remove any proprietary notices or labels from the Services or Products. Customer and its Authorized Users will use the Services or Products only for Customer’s internal business purposes per Company’s Documentation and policies, and not for the benefit of a third party.

1.4 Supplemental Terms for Hardware as a Service Offering. (a) Product Policy. In the event Company makes its hardware as a service offering (“HAAS”) available to Customer, Customer’s access and use of the HAAS shall be subject to the Agreement and/or any supplemental terms Company provides to Customer. The HAAS will be available only on a subscription basis. All HAAS subscriptions shall have a one (1) year commitment and be subject to automatic renewal of successive one (1) year periods unless either Party opts out of such renewal within thirty (30) days prior to the start of a renewal period. In the event Customer cancels a HAAS subscription prior to the end of the then-current subscription period, all fees owed for the remainder of the cancelled subscription period shall become immediately due and payable. Customer must report any issues with the HAAS to Company’s technical support team within twenty-four (24) hours of discovery via telephone number or email address Company provides to Customer or by creating a support ticket on Company’s webpage. Once an issue is reported, Company’s support team will attempt to troubleshoot and fix the issue, provided, that, if the support team is unable to fix such issue, Company will repair or replace the affected HAAS, as determined by Company, using the applicable warranty-claim, RMA, repair, replacement, and return-shipment procedures in the Product Policy (available at https://www.workeasysoftware.com/product-warranties-and-return-policy), subject to any exclusions expressed therein. The Product Policy is incorporated by reference into and made part of this Agreement. Customer acknowledges that the Product Policy has been made available to Customer and that Customer has had an opportunity to review it before ordering the applicable Products or HAAS. The version of the Product Policy in effect on the date Customer orders the applicable Product or begins the applicable HAAS subscription will govern that Product or HAAS subscription. Company may modify the Product Policy from time to time on a prospective basis, but no modification that materially reduces Customer’s warranty or return rights will apply to a HAAS subscription period previously commenced, unless the modification is required by applicable law or agreed to by the Parties in writing. For clarity, the thirty (30)-day return right, purchase-price refund, and restocking-fee provisions in the Product Policy apply only to Products purchased directly from Company and do not apply to HAAS unless the applicable ordering document expressly provides otherwise. In the event of a conflict, the applicable ordering document will control, followed by this Section 1.4 with respect to HAAS, the Product Policy with respect to warranty and return terms for purchased Products, and this Agreement in all other respects. Except for the limited right to possess and use HAAS during the applicable subscription period, no right, title, or ownership interest in HAAS is conveyed to Customer..

2.1 Fees. Customer will pay Company the fees set forth in each order or quote in accordance with this Agreement. If Customer’s use and access of the Products exceeds its Authorized Users in addition to Company’s other remedies, Company reserves the right to charge Customer for overages at Company’s then current rates.

2.2 Payment Terms. All payments shall be made in United States Dollars by ACH bank transfer, check or credit/debit card, without any deduction. Except as otherwise expressly provided in an order or quote: (a) all fees will be billed annually in advance and are nonrefundable, except as otherwise expressly set forth in this Agreement or the Product Policy; and (b) all invoices issued by Company will be due and payable upon receipt of invoice. If Customer fails to make any payment when due and does not cure such failure within ten (10) days after written notice thereof, interest will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law, provided that interest will not accrue so long as Customer is actively disputing any invoices in good faith.

2.3 Taxes. All amounts payable by Customer to Company hereunder are exclusive of any sales, use, and other taxes or duties, however designated (collectively “Taxes”). Customer will be solely responsible for payment of any Taxes, except for those taxes based on the income of Company. Customer shall not withhold any Taxes or other deductions and shall pay the full amounts due to Company.

3.1 Company Technology. Customer acknowledges that it is obtaining only a limited right to use the Services on a hosted basis. As between Company and Customer, Company and its suppliers or licensors exclusively own all rights, title, and interest in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in and to the Services, including any and all related and underlying software (including mobile applications, extensions and interfaces), databases, technology, and all copies, modifies, and derivative works thereof, the Documentation, and all system performance data and machine learning, including machine learning algorithms, data used for optimization and services improvement, and the results and output of such machine learning (collectively, “Company Technology”). No right or license is granted hereunder to Customer under any trademarks, service marks, trade names, or logos.

3.2 Customer Data. Company acknowledges and agrees that as between Customer and Company, Customer shall retain all of its right, title, and interest in and to the data or information Customer and its Users transmit to the Services (“Customer Data”), and the Agreement in no way conveys to Company any right, title, or interest in and to the Customer Data other than the limited right to use the Customer Data in accordance with the terms and conditions herein. Customer Data may include Personal Information and Regulated Workforce Data (as defined in Section 9.1). Customer represents and warrants that it has provided all notices and obtained all rights, consents, authorizations, permissions, and lawful bases necessary for Company to process Customer Data in accordance with this Agreement, the Documentation, Customer’s configuration of the Services, and applicable law. Notwithstanding anything to the contrary, Company 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 (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the Term) to (i) use such information and data on a de-identified and aggregated basis, including for internal business purposes such as improving and enhancing the Services in a manner intended to comply with applicable law, and (ii) disclose such data solely in aggregate and de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

3.3 California Customers. To the extent Customer Data includes Personal Information of Data Subjects (as defined in Section Error! Reference source not found.) and such information is subject to the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., as amended (“CCPA”), the Parties acknowledge that Company is intended to act as a “service provider” with respect to such Personal Information. Without limiting Section 3.2, Company shall: (a) process such Personal Information only as necessary to provide the Services and otherwise in accordance with the Agreement, including the permitted uses of Customer Data expressly set forth herein; (b) not sell or share such Personal Information (as such terms are defined under the CCPA); (c) not retain, use, or disclose such Personal Information outside of the direct business relationship between Company and Customer, except as permitted by the CCPA and consistent with the Agreement; (d) not combine such Personal Information with personal information received from or on behalf of another person or collected from Company’s own interactions with individuals, except as permitted under the CCPA; (e) implement and maintain reasonable security procedures and practices appropriate to the nature of such Personal Information; and (f) notify Customer if Company determines that it can no longer meet its obligations under the CCPA. For clarity, the Parties agree that Company’s rights to use Customer Data on a de-identified and aggregated basis, as expressly set forth in the Agreement, are intended to comply with and be interpreted consistent with the CCPA. Customer may take reasonable and appropriate steps, upon reasonable notice, not more than once annually, and subject to Company’s reasonable confidentiality and security requirements, to help ensure Company’s use of such Personal Information is consistent with Customer’s obligations under the CCPA and to stop and remediate any unauthorized use of Personal Information. For the avoidance of doubt, Customer remains responsible for the legality of the collection and disclosure of Customer Data, including Personal Information, to Company.

3.4 Feedback. Customer, from time to time, may submit comments, information, questions, data, ideas, descriptions of processes, or other information relating to the Services, Products, or Professional Services to Company (“Feedback”). Customer agrees that Company may freely use, disclose, license, distribute, and exploit any Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party).  Confidential Information of Company includes the Services and Company Technology.  All Confidential Information will be held in confidence, and the Receiving Party will take all steps reasonably necessary to preserve the confidentiality of the Confidential Information of the Disclosing Party. The Disclosing Party’s Confidential Information will not be used or disclosed by the Receiving Party for any purpose except (a) as necessary to exercise rights or perform obligations under the Agreement or (b) as required by law, provided that the Disclosing Party is given a reasonable opportunity to obtain a protective order. Company may disclose the terms of the Agreement to its actual or potential investors, creditors, professional advisors, or attorneys who are subject to a duty of confidentiality. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.

5.1 Limited Warranties. Company warrants that (a) it will provide the Services in a professional and workmanlike manner and (b) the Services, if used in accordance with the terms and conditions herein, will substantially conform to the Documentation Company provides to Customer. Customer’s sole remedy for Company’s breach of the limited warranties in this Section 5.1 shall be that Company will remedy the applicable error, or if Company determines such remedy to be impracticable, Customer shall have the right to terminate the Agreement as provided in Section 8.2. In the event Customer terminates under this Section 5.1, Company shall refund to Customer any prepaid fees for the unused portion of the then-current Term. Any express limited warranty or remedy applicable to HAAS is exclusively as set forth in Section 1.4, the applicable ordering document, and the Product Policy.

5.2 Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN SECTION 5.1, TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES, PRODUCTS, PROFESSIONAL SERVICES, AND COMPANY TECHNOLOGY ARE PROVIDED “AS IS” WITH NO ADDITIONAL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, LOSS OF DATA, TITLE, NON-INFRINGEMENT, OR LEGALITY OF THE USE OF THE SERVICES OR PRODUCTS. COMPANY SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES, AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF COMPANY. COMPANY DOES NOT WARRANT THAT THE SERVICES OR PRODUCTS WILL BE FREE FROM VIRUSES OR OPERATE ERROR FREE OR UNINTERRUPTED. COMPANY DOES NOT WARRANT THAT THE SERVICES, PRODUCTS, OR PROFESSIONAL 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, COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING SUCH THIRD-PARTY PRODUCTS. COMPANY DOES NOT REPRESENT OR WARRANT THAT CUSTOMER’S PARTICULAR USE OR CONFIGURATION OF THE SERVICES OR PRODUCTS, OR CUSTOMER’S POLICIES, NOTICES, CONSENTS, AUTHORIZATIONS, ASSESSMENTS, RETENTION PRACTICES, DELETION PRACTICES, EMPLOYMENT PRACTICES, OR OTHER COMPLIANCE MEASURES, COMPLY WITH APPLICABLE LAW.

6.1 Company Indemnification. Subject to the terms and conditions herein, Company shall defend and indemnify Customer against any third-party claims, actions, proceedings, demands, lawsuits, or disputes (collectively, “Claims”) and hold Customer harmless from any damages, liabilities, costs, or expenses (including reasonable attorneys’ fees and costs) (collectively, “Losses”) alleging that the Services, when used as authorized herein, infringes a third party’s intellectual property. If Customer’s use of the Services are, or in Company’s opinion are likely to be, enjoined due to the type of infringement specified above, Company may, in its sole discretion: (a) substitute or modify the Services so that it becomes non-infringing without compromising its material functionally, (b) procure for Customer the right to continue using the Services, or if (a) and (b) are not commercially reasonable, (c) terminate the Agreement and refund to Customer any pre-paid fees for the Services associated with the then-remaining Term. The foregoing indemnification obligation of Company shall not apply: (i) if the Services are modified without Company’s prior written approval, (ii) the Services are combined with services or processes not authorized by Company in writing, (iii) related to misuse of the Services, (iv) to any third-party components or Customer Data, or (v) if the infringement relates to Company’s compliance with specifications or other requirements of Customer. THIS SECTION 6.1 SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY THIRD-PARTY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

6.2 Customer Indemnification. Customer shall defend and indemnify Company against any Claims and hold Company harmless from any Losses arising out of or relating to (a) Customer’s or any Authorized User’s access to, use of, or configuration of the Services or Products in violation of the Agreement, the Documentation, Company’s policies, or applicable law; (b) Customer Data, including Personal Information or Regulated Workforce Data, and any allegation that the collection, capture, enrollment, access, use, storage, disclosure, retention, deletion, or other processing of Customer Data or Regulated Workforce Data violates applicable law or infringes, misappropriates, or otherwise violates any third-party rights; (c) Customer’s failure to provide required notices, disclosures, policies, or postings, obtain required consents, written releases, acknowledgments, authorizations, approvals, permissions, or other lawful bases, conduct required assessments, or comply with applicable retention, deletion, access, individual-rights, employment, labor, or workplace-monitoring obligations; (d) Customer’s violation of applicable data protection, privacy, biometric, geolocation, workplace monitoring, employment, labor, wage-and-hour, anti-discrimination, or similar laws; or (e) Company’s processing of Customer Data or Regulated Workforce Data in accordance with the Agreement, the Documentation, Customer’s configuration of the Services, or Customer’s instructions.

6.3 Procedure. The obligations of each indemnifying Party are conditioned upon receiving from the Party seeking indemnification (a) prompt written notice of the Claim (but in any event notice in sufficient time for the indemnifying Party to respond without prejudice), (b) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim, and (c) all reasonable necessary cooperation of the indemnified Party, at indemnifying Party’s expense.

IN NO EVENT WILL EITHER CUSTOMER, COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF OPPORTUNITIES, LOSS OF DATA, REGULATORY EXPENSES, OR LOSS OF REVENUE) ARISING IN CONNECTION WITH THE AGREEMENT, SERVICES, PRODUCTS, OR PROFESSIONAL SERVICES, BASED ON ANY THEORY OF CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER’S, COMPANY’S AND ITS AFFILIATES’ TOTAL AGGREGATE LIABILITY UNDER THE AGREEMENT WILL UNDER NO CIRCUMSTANCES EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO COMPANY FOR THE SERVICES, PRODUCTS, OR PROFESSIONAL SERVICES GIVING RISE TO LIABILITY, OR IF NOT RELATED TO A SPECIFIC OFFERING, DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE LIABILITY FIRST AROSE. THE LIMITATIONS IN THIS SECTION 7 SHALL NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.

8.1 Term. The term of the Agreement shall commence on the date when this Agreement is fully executed and, unless earlier terminated as set forth herein, shall continue for the period agreed in the applicable ordering document (the “Initial Term”); provided that the term shall thereafter automatically renew for successive periods as and if set forth in an ordering document (the “Renewal Term”), unless either Party provides the other Party at least thirty (30) days’ advance written notice of its desire to not renew prior to the end of the then-current term. The Initial Term and any Renewal Term may be collectively and individually referred to as the “Term” herein.

8.2 Termination. Either Party may terminate the Agreement if the other Party materially breaches its obligation hereunder and fails to cure such breach within thirty (30) days after receipt of written notice from the non-defaulting Party. Company may also terminate the Agreement or suspend, disable, restrict, or terminate Customer’s or any Authorized User’s access to the Services, Products, or any feature or functionality immediately (a) if Customer becomes the subject of any voluntary or involuntary petition in bankruptcy or any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing, (b) if Customer is past due on any owed Fees and fails to cure within twenty-one (21) days’ notice, or (c) if Company reasonably believes that Customer’s or any Authorized User’s use or configuration of the Services, Products, or such feature or functionality violates or may violate the Agreement, the Documentation, Company’s policies, app-platform requirements, applicable law, or the rights of any person, or may create legal, regulatory, privacy, security, safety, app-store, reputational, or operational risk for Company, Customer, any Data Subject, or any third party; provided that, except where prohibited by law or where Company reasonably determines that immediate action is necessary to prevent imminent harm, Company will provide Customer with reasonable advance notice of any suspension, will limit any suspension to the narrowest scope and shortest duration reasonably necessary, and will promptly restore access upon cure or resolution of the underlying issue.

8.3 Effect of Termination. Upon termination or expiration of the Agreement (a) subject to payment of all amounts due and owing, upon Customer’s written request, Company will make the Customer Data in Company’s possession available for Customer to download. Company is not obligated to maintain Customer Data for more than thirty (30) days following termination or expiration of the Agreement and (b) Customer will (i) discontinue all access and use of the Services and Products and all related rights granted to Customer herein will terminate immediately, automatically, and without notice and (ii) Customer shall remain liable for all payments due to Company with respect to the period ending on the date of termination (including any fees and expenses that had not been invoiced prior to termination), provided that, if the Agreement is terminated due to Customer’s uncured breach, Customer shall pay Company the full amount of any outstanding Fees or the like for the remainder of the then-current  Term, provided, further, that if the Agreement is terminated by Customer due to Company’s uncured material breach, Company shall refund to Customer any prepaid fees for the unused portion of the then-current Term. Sections 3, 4, 5, 6.2, 7, 8.3, 9, 10.3, and 11 will survive any termination or expiration of the Agreement.

9.1 Each Party acknowledges and agrees that Customer Data processed in connection with the Agreement may include or constitute Personal Information or other information subject to enhanced legal requirements or sensitivity, including biometric information, biometric identifiers, geolocation data, precise geolocation data, route history, mobile-device data, time-and-attendance location data, employee monitoring data, workplace activity data, and similar information relating to Customer’s workforce or Authorized Users (collectively, “Regulated Workforce Data”). “Data Subject” means any employee, contractor, staff member, agent, Authorized User, or other individual about whom Customer Data or Regulated Workforce Data is processed under this Agreement.

9.2 As between Company and Customer, Customer determines the purposes and means of processing Regulated Workforce Data, including whether and how such data is collected, captured, enrolled, accessed, used, retained, deleted, disclosed, or otherwise processed; which Data Subjects are subject to such processing; the business purposes for such processing; the applicable jurisdictions, devices, work periods, retention periods, access permissions, user roles, reports, alerts, and other settings; and whether to enable, disable, or configure any feature that processes Regulated Workforce Data. Company processes Regulated Workforce Data solely to provide the Services in accordance with this Agreement, the Documentation, Customer’s configuration of the Services, and Customer’s instructions.

9.3 Customer is solely responsible, at its sole cost and expense, for determining whether Customer’s use of the Services and Regulated Workforce Data is lawful, necessary, proportionate, appropriate, and permitted for Customer’s workforce, business purposes, devices, vehicles, operations, employment practices, policies, and jurisdictions. Without limiting the foregoing, Customer is solely responsible for: (a) configuring the Services to comply with applicable law and Customer’s policies, including limiting location tracking and similar monitoring to authorized Data Subjects, lawful business purposes, and authorized work periods; (b) providing all required notices, disclosures, privacy notices, workplace policies, postings, and other communications; (c) obtaining all required consents, written releases, acknowledgments, authorizations, approvals, permissions, and other lawful bases; (d) establishing and complying with applicable retention, deletion, access, security, and individual-rights requirements; (e) conducting, documenting, maintaining, and updating all required privacy, data protection, workplace-monitoring, cybersecurity, or other risk assessments; and (f) complying with all applicable privacy, data protection, biometric, geolocation, workplace monitoring, employment, labor, wage-and-hour, off-duty conduct, bring-your-own-device, personal-device, personal-vehicle, collective-bargaining, anti-discrimination, and similar laws and obligations.

9.4 Customer shall not, and shall not permit any Authorized User to, use the Services or Products to process Regulated Workforce Data in violation of applicable law, the Agreement, the Documentation, Company’s policies, or app-platform requirements. Without limiting the foregoing, Customer shall not use the Services or Products to track any person outside the United States, track any person who is not authorized by Customer and legally permitted to be tracked, track any Data Subject outside authorized work periods or during off-duty time except as permitted by applicable law and after satisfying all applicable notice and consent requirements, monitor legally protected activity, discriminate, retaliate, harass, intimidate, make unlawful employment decisions, or sell, share, disclose, or use Regulated Workforce Data for advertising, marketing, profiling, or any purpose unrelated to Customer’s lawful workforce-management purposes.

9.5 Customer acknowledges that any in-app disclosure, mobile operating system permission prompt, app-store disclosure, privacy notice, template, sample language, Documentation, suggested configuration, or other information provided by Company is provided for product, operational, or app-platform compliance purposes only. Such materials do not constitute legal advice, do not determine or guarantee Customer’s compliance with applicable law, and do not replace Customer’s obligation to provide Customer-specific notices, disclosures, policies, consents, authorizations, approvals, and assessments. Customer shall not disable, bypass, obscure, or materially alter any Company-provided disclosure, permission flow, notice, or technical control relating to Regulated Workforce Data except as expressly permitted by Company in writing.

Company has no obligation to review, verify, monitor, or determine the legal sufficiency of Customer’s notices, consents, written releases, acknowledgments, authorizations, approvals, assessments, policies, configurations, retention settings, deletion practices, employment practices, or other compliance measures relating to Regulated Workforce Data. Upon Company’s reasonable request, Customer shall provide certifications, attestations, records, notices, consent forms, policy documents, assessment summaries, or other documentation reasonably requested by Company to confirm Customer’s compliance with this Section. Company shall not sell, lease, or otherwise commercially exploit Regulated Workforce Data, and shall not use Regulated Workforce Data for profiling, marketing, or any purpose other than providing the Services or as otherwise expressly permitted under this Agreement. Company will not disclose Regulated Workforce Data to any third party except as necessary to provide the Services, as required by law, or as directed by Customer.

10.1 Company Data Security. Company shall implement and maintain a written information security program that includes administrative, technical, and physical safeguards reasonably designed to protect the confidentiality, integrity, security, and availability of Customer Data and Regulated Workforce Data in Company’s possession or control. Company shall comply with applicable data protection and privacy laws relating to its processing of Customer Data and Regulated Workforce Data.

10.2 Security Incident Notification. Company shall notify Customer without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any confirmed unauthorized access to, or acquisition, use, disclosure, loss, or destruction of, Customer Data or Regulated Workforce Data in Company’s possession or control (a “Security Incident”). Company shall provide Customer with the information reasonably available to Company regarding the Security Incident and shall reasonably cooperate with Customer in investigating and mitigating the Security Incident.

10.3 Cyber Insurance. During the Term, and for so long thereafter as Company maintains Customer Data or Regulated Workforce Data, Company shall maintain, at its own expense, network security, privacy, and cyber liability insurance with a reputable carrier in an amount of not less than $3,000,000 per claim. Upon Customer’s reasonable request, Company shall provide a certificate of insurance evidencing such coverage.

11.1 Compliance with Laws. Customer and its Authorized Users shall use the Services and Products in compliance with all applicable laws, statutes, ordinances, regulations, orders, and legal obligations, including applicable data protection, privacy, employment, labor, and workplace laws. Customer shall obtain all licenses, certificates, permits, approvals, consents, authorizations, and other permissions required by applicable law. Without limiting this Section 11.1, Customer is solely responsible for determining which laws apply to Customer’s use and configuration of the Services and Products and for using and configuring the Services and Products to comply with those laws.

11.2 Publicity. Company may use the Customer’s name and the existence of the Agreement for its business purposes including, but not limited to, marketing and advertising.

11.3 Assignment. Neither Party may assign this Agreement without the prior, written consent of the other Party; provided, however, that a Party may, upon written notice to the other Party and without the consent of the other Party, assign this Agreement in connection with a change of control transaction (whether by merger, consolidation, sale of equity interests, sale of all or substantially all assets, or otherwise). Any unauthorized assignment or transfer shall be void and constitutes grounds for immediate termination of the Agreement by Company. The Agreement binds and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

11.4 Governing Law; Jurisdiction and Venue. The Agreement is governed by and construed in accordance with the laws of the State of Florida, without giving effect to its principles of conflicts of law. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the competent federal or state courts in the State of Florida.

11.5 Force Majeure. Except for Customer’s payment obligations hereunder, neither Party is, and may not be construed to be, in breach of the Agreement for any failure or delay in fulfilling or performing the Services, when and to the extent such failure or delay is caused by or results from acts beyond a Party’s reasonable control, including: strikes, lock-outs, or other labor disputes; shortages of or inability to obtain labor, energy, or supplies, sanctions, war, terrorism, riot, civil unrest, or government action; failure of Internet connectivity or backbone or other telecommunications failures, in each case outside of Company’s local network; any pandemic; any natural disaster, including earthquake, extraordinary storm or weather conditions; nuclear, chemical or biological contamination; and any explosion, fire and flooding; or other acts of God (each a “Force Majeure Event”). The Parties will use reasonable efforts to mitigate the effects of such Force Majeure Event.

11.6 Third-Party Beneficiaries. No third party is intended to be a beneficiary of the Agreement.

11.7 Hosting Providers. Customer acknowledges that the Services are hosted by third-party hosting providers (the “Hosting Providers”). Company may change its Hosting Providers at any time.  Customer’s use of the Services is subject to any applicable restrictions or requirements imposed by the Hosting Providers. Company shall provide Customer at least thirty (30) days’ prior  notice of any material change in hosting providers or subcontractors that may affect Customer Data or system security.

11.8 Notice. Customer agrees that an email to Customer’s email address on record will constitute notice under the Agreement. All notices to Company under this Agreement shall be sent to orders@workeasysoftware.com.

11.9 Independent Contractors. The Parties to the Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other Party’s prior written consent.

11.10 Severability. If any provision of the Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that the Agreement shall otherwise remain in effect.

11.11 Entire Agreement. The Agreement contains the complete understanding and agreement of the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, oral or written, with respect thereto.