Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using WorkHQ service (the “Service”) operated by Well Safe Ltd (“us”, “we”, or “our”). By accepting this Agreement, either by clicking a box indicating Your acceptance or by executing a Sales Order (as defined in section 1.8 below), You agree to the terms and conditions of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent and warrant to Us that You have the legal authority to bind such legal entity and its affiliates to this Agreement, in which case references to “You” and “Your” in this agreement shall mean such entity and its affiliates. If You do not have such authority or if You do not agree with the terms and conditions of this agreement, You shall not accept this Agreement and You may not use any of the Services.
Except with Our prior written consent, You may not access the Services if You are Our direct competitor. Accordingly, by Your acceptance of this Agreement or Your use of the Services, You represent and warrant to Us that You are not Our direct competitor. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality or for any other benchmarking or other competitive purposes.
The following definitions shall be used for purposes of this Agreement. Other terms defined in other sections or any terms referenced in this Agreement shall apply to the entirety of this Agreement.
Subject to the terms and conditions of this Agreement, upon Your acceptance of this Agreement and full payment of all applicable fees due to Us under this Agreement, We will grant to You and Your Users for the Term of this Agreement a non-exclusive, non-transferable, non-sublicensable (except as expressly allowed in this Agreement), revocable (in accordance with this Agreement) limited right and license to access, use the Services purchased by You in accordance with the Sales Order. No other access to, or use of, the Services shall be made by You except as expressly granted hereunder without the prior written consent of Us. All rights not expressly granted herein with respect to the Services are reserved to Us.
We retain any and all right, title and interest in and to Services. Except for the license rights expressly granted herein, this Agreement grants no additional express or implied license, right or interest in any copyright, patent, trade secret, trademark, invention or other Our Intellectual Property. You receive no rights to and will not, except as expressly permitted herein, sell, assign, lease, market, transfer, encumber or suffer to exist any lien or security interest in Our Intellectual Property. You agree that You will not, either during or after the termination of this Agreement, contest or challenge the ownership of the Intellectual Property rights in and to the Services.
You exclusively own all rights, title and interest in and to all Your Content. To enable Us to provide You and Your Users with the Services, You grant Us the right to use, process and transmit, in accordance with this Agreement and Your Sales Order, Your Content for the duration of the Services Period plus any additional post-termination period. We will not be responsible for any use, disclosure, modification or deletion of Your Content resulting from any such access by third party program providers or cloud-based operators from any such access by third party program providers or for the interoperability of such third party programs with the Services.
Except as otherwise expressly set forth in Your Sales Order, You acknowledge that We have no delivery and shipping obligation for Our Cloud Services and will not deliver and ship copies of programs or software to You as part of the Services. For any questions contact us at [email protected]
We shall make the Services purchased by You available to You pursuant to this Agreement and the Sales Order during a subscription term. You agree that Your purchases of Services under this Agreement are neither contingent on the delivery of any future functionality or features dependent on any oral or written public comments made by Us regarding future functionality or features.
In addition to other responsibilities set forth in this Agreement or any applicable Additional Policies, We will:
In addition to other responsibilities set forth in this Agreement or the Sales Order, You and Your Users shall:
Except as expressly permitted hereunder, the Services shall be used by You only for the processing of Your own business, and You shall not permit any third-party to use or access the Services. In addition, You will not and will not permit any of Your Users or any other party to:
You acknowledge that We have no obligation to provide You with Our Internet Protocol (“IP”) addresses. Upon Your written request, We may in Our sole discretion disclose Our IP address to You and such IP address shall be deemed Our Confidential Information (as defined in Section 12 below). You acknowledge and agree that You will use or otherwise rely upon Our IP addressing at Your own risk. We expressly reserve the right to alter Our IP address at any time with no prior notification to You or any other party. Even if We provide You with Our IP address, We shall not be liable to You or any other party in any way for Your use of, or reliance upon, Our IP address (including, but not limited to, losses or damages resulting from the failure of Your firewalls or other security measures and Your failure to update Your systems as a result of changes to Our IP addresses).
This Agreement is effective as of the Contract Effective Date. And the initial term (“Initial Term”) of this Agreement will commence on the date determined to end 12 months after the Contract Effective Date (unless otherwise agreed by the parties in the Sales Order);
If You signed up for an auto-renewing subscription of Services in your Sales Order, upon expiration of the Initial Term and any renewal term, this Agreement shall automatically renew for successive 12-month periods (or the same period of Initial Term as provided in your Sales Order) unless You notify Us of Your decision to terminate the Service, provided however that You shall process payment of the fees for Services of the renewed term prior to the commencement of any renewal term.
You may terminate this Agreement for no reason, at Your convenience, by contact us at [email protected] and by, closing the Your account for any Service that We provides an account closing mechanism. Such termination shall be effective on the last day of the then-current Term and if You terminate this Agreement pursuant to this Section 6.1, You acknowledge and agree that You will not be entitled to a refund of any kind.
We or You may terminate this Agreement for cause:
In addition to other termination rights set forth in this Agreement, upon notice to You in accordance with the notice provision set forth in this Agreement, We may immediately suspend Your right to use any Service or may immediately terminate this Agreement in its entirety (and, accordingly, Your right to use all Services), for cause, if:
Upon Our suspension of Your access or use of any Services, in whole or in part, for any reason:
Upon termination of this Agreement for any reason:
Upon any termination for cause by You as provided in Section 6.2 above or upon any termination other than for cause by Us as provided in Section 6.3 above, We will refund You any prepaid fees covering the remainder of the Term of all Your Service subscriptions after the effective date of termination of this Agreement. Upon termination for cause by Us as provided in Sections 6.2 or 6.4 above, You shall not be entitled to a refund of any prepaid fees and You shall pay any unpaid fees covering the remainder of the Term of all of Your Service subscriptions after the effective date of termination of this Agreement. In no event shall any termination relieve You from the obligation to pay any fees payable to Us for the period prior to the effective date of termination of this Agreement.
Except with respect to a for cause suspension under Section 6.4 above, in the event of a suspension by Us of Your access to any Service for any reason, during the period of suspension:
Except with respect to a for cause termination under Sections 6.2 or 6.4 above, in the event of any termination of any Service or termination of this Agreement in its entirety:
Except as provided in Sections 8.1 and 8.2 above and except as required by applicable law, We will not take any action to intentionally erase any of Your Content stored on the Services , provided however, we declare that we shall have no obligation to continue to store Your Content during any period of suspension or termination.
Except as otherwise agreed in this Agreement, in addition to Our right to terminate or suspend Services under this Agreement, You acknowledge that:
We shall also be entitled, without any liability to You, to suspend access to any portion or all of the Services at any time, on a Service-wide basis:
We strive to keep Your Content secure, but cannot guarantee that We will be successful at doing so given the nature of the Internet. Accordingly, You acknowledge that You bear sole responsibility for the adequate security, protection and backup of Your Content. We strongly encourage You, where available and appropriate, to
All fees are quoted and payable in USD or any other currency permitted under the applicable laws. For Services provided during the Initial Term, the fees owed by You shall be as set forth in the Sales Order. We will invoice You for any excess fees or other overages in Your particular Service subscription plan at the rate specified in the Sales Order or any amendments thereto. If no overage rate is specified in the Sales Order, You will be charged Our then-current rate for such overages. Unless otherwise agreed by the parties in writing, following the Initial Term, fees are subject to annual increases, which such increase shall be effective the first day of any renewal term.
We offer trial use plan which shall be agreed in the Sales Order. In case of a trial use, notwithstanding anything to the contrary in this Agreement, during the Initial Term only, You may terminate a particular Service by providing 14 days’ prior written notice to Us. If We receive Your written notice to terminate a particular Service within 14 calendar days after the Contract Effective Date, You will be entitled to a full refund of all applicable fees paid for such terminated Service. If We receive Your written notice to terminate a particular Service 15 calendar days or more after the Contract Effective Date, You will not be entitled to any refund and You shall owe all fees for the balance of the Initial Term, unless the transaction is proved to be fraudulent. Notices of termination described in this Section 10.2 must be e-mailed to Us at Our headquarters’ address specified on Our website. After receiving the refund, You will not be entitled to use or access the Services.
Except as otherwise expressly provided in this Agreement or a Sales Order, We bill and collect in advance for use of the Services. We currently use electronic and paper invoicing, credit card processing, wire transfers, and online payment channels as methods of collection. Upon Your execution of the Sales Order, You will be invoiced the full amount of all fees associated with the Initial Term (including, but not limited to, annual subscription fees, implementation fees, support plan fees, and other fixed, pre-determined fees). For each renewal term, You will be invoiced in advance all fees (including, but not limited to, the annual subscription fees, support plan fees and other fixed, pre-determined fees).
Except with respect to activation and implementation fees of any Service, which payment is due upon Your receipt of invoice, all invoices for Services, Professional Services and other amounts due by You under this Agreement are due and payable within 30 days of the date of invoice. All amounts payable by You under this Agreement will be made without offset or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, You shall notify Us and shall pay such additional amounts to Us as necessary to ensure that the net amount that We receive, after such deduction and withholding, equals the amount We would have received if no such deduction or withholding has been required. You shall provide Us with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority. In addition to other remedies afforded to Us under this Agreement, any delinquent amount owing under this Agreement shall accrue late payment penalty after the payment is due until paid in full at the rate of 0.3% per calendar day or the maximum amount permitted by law, whichever is less.
You hereby acknowledge that Your order of Services or any Professional Services are governed by the terms and conditions of this Agreement, and that the terms and conditions contained in any purchase order supplied by You or any other party on Your behalf to Us are not effective, are null and void, and are superseded by the terms and conditions of this Agreement even if such purchase order is:
The fees under this Agreement are exclusive of all taxes. You shall pay (and We shall have no liability for), any taxes, tariffs, duties and other charges or assessments imposed or levied by any government or governmental agency in connection with this Agreement, including, without limitation, any national and local sales, use, goods and services, value-added and personal property taxes on any payments due in connection with the Services and Professional Services provided hereunder. In no event will You be obligated to pay any tax based on Our income or Our personnel.
You agree to defend Us, Our Affiliates and Our respective officers, directors, employees and agents (collectively, “Our Indemnified Parties”) against any third-party claims, and indemnify and hold harmless the Our Indemnified Parties for any losses, expenses or costs (including, but not limited to, reasonable attorneys’ fees) incurred by any of them as a result of such third-party claims that arise out of or are based upon:
Each party acknowledges that confidential information, including, but not limited to, trade secrets, technical, financial and business information (collectively, “Confidential Information”) may be exchanged between the parties pursuant to this Agreement. Confidential Information does not include information that is:
Each party shall use no less than the same means it uses to protect its similar Confidential Information, but in any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality of the Confidential Information of the other party. Each party agrees that it will not disclose or use the Confidential Information of the other party, except for the purposes of this Agreement and as authorized in this Agreement. You shall cause and require that all of Your Users be bound by the confidentiality obligations under this Agreement and to safeguard and maintain Our Confidential Information in strict confidence. While maintaining the confidentiality of Your Confidential Information pursuant to this Agreement, You hereby permit Us to use Your Content for aggregation and business intelligence purposes, including, but not limited to, for Us to develop a new feature that will be beneficial to You.
By entering into this Agreement, it is expressly agreed by You that We may use Your Content collected in the course of provision of the Service within our own applications or within third party applications as follows:
Except provided as below, We would not share Your any data to any third-party:
You expressly agree that We may post Your name or logo on Our website as well as other promotion materials. You also agree Us to issue a mutually acceptable press release. This press release may contain appropriate quotes from You or Your senior executives. You agree that it will serve as a reference account for Us.
IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS, DATA, OR DATA USE. OUR AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR SALES ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID TO US FOR THE SERVICES UNDER THE SALES ORDER GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY YOU FROM US UNDER SUCH SALES ORDER.
Except as otherwise set forth in this Agreement, notices made by Us to You under this Agreement that affect Our customers generally will be posted on Our Website. Notices made by Us under this Agreement for You or Your account specifically (e.g., notice of breach or suspension) will be provided to You via first class mail or e-mail to the mailing or e-mail address provided to Us during Your registration for the Services or will be provided to any updated mailing or e-mail address You provide to Us in accordance with standard account information update procedures We may provide from time to time. It is Your responsibility to keep Your mailing and e-mail address current with Us and You will be deemed to have received any mail or e-mail sent to any such mailing or e-mail address upon two business days after We send the mail or upon We sending the e-mail, whether or not You actually receive the mail or e-mail.
Except with respect to cancellation notices per Section 6 above, all notices to be given to Us under this Agreement will be in writing, will be delivered to Our headquarters at the address specified on Our Website, and will be deemed to have been duly delivered:
You acknowledge and agree that We do not provide professional tax opinions or tax management advice specific to the facts and circumstances of Your business. You are encouraged to conduct due diligence and seek the assistance of qualified tax counsel or accounting professionals on matters requiring professional advice.
You acknowledge that due to the nature of the Services and the inherent difficulty of adequately protecting the Intellectual Property and Our proprietary rights in the Services and other Confidential Information disclosed by Us, a breach of this Agreement will cause Us irreparable harm for which money damages would be an inadequate remedy. Therefore, We are entitled to seek injunctive relief to protect its rights under this Agreement, in addition to any remedies available under this Agreement, at law or in equity. You agree to assign to Us Your right to bring an action for violation of Intellectual Property or other proprietary rights against any third parties accessing the Services through You or Your Users. You agree that no bond or security shall be required of Us as a condition of obtaining any injunctive or other relief to enforce Our rights under this Agreement.
This Agreement shall be governed by the laws of the Hong Kong, without regard to the choice or conflicts of law provisions of such jurisdictions and any jurisdiction. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of a court located in Hong Kong, and each party waives any claim that a more convenient forum can be found.
In any action arising out of this Agreement, the substantially prevailing party shall be entitled to an award of reasonable attorneys’ fees plus reasonable legal expenses, including, without limitation, fees and costs incurred on appeal, expert witness fees, court costs, service and filing fees, collection costs and statutory costs. In the event of a default in payment hereunder, We may recover Our costs of collection, including but not limited to, reasonable attorneys’ fees.
Except as otherwise provided in this Section 18.5, no party may assign all or any part of its rights, or delegate all or any of its obligations, under this Agreement without the other party’s prior written consent, which consent may not be unreasonably withheld. Any attempt to assign this Agreement without such consent will be null and void. Notwithstanding the foregoing, We may assign any of Our rights or obligations without Your prior written consent in the event of:
Subject to the foregoing, this Agreement shall bind and inure to the benefit of each party’s permitted successors and assigns.
We shall not be liable for any delay or failure in performance of Our obligations under this Agreement to the extent such delay or failure is caused by fire, flood, strike, civil riots, governmental or military authority action, act of terrorism or war, act of God, or other similar causes beyond Our reasonable control and without Our fault or negligence.
If any provision of this Agreement is determined to be invalid or unenforceable in any relevant jurisdiction, then to the fullest extent permitted by law:
Our Website or the Services may contain links to websites that are not under Our control (“Third-Party Sites”). We are not responsible for the contents or functionality of any Third-Party Sites or any website that can be accessed via links on any Third-Party Site. We provide these links to You as a convenience and the inclusion of any such links does not constitute or imply Our endorsement or validation of any Third-Party Site.
A party’s failure, at any time, to require performance by the other party or to claim a breach of any provision of this Agreement will not be construed as a waiver of any right or remedy accruing hereunder, nor shall any waiver of any breach or obligation constitute a waiver of any subsequent breach or obligation. A waiver of any right accruing to either party pursuant to this Agreement will not be effective unless given in writing. The rights and remedies provided herein are cumulative and not exclusive of any other rights or remedies provided under this Agreement, by law, in equity or otherwise.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or fiduciary or employment relationship between the parties.
There are no third-party beneficiaries to this Agreement.
This Agreement and the Sales Order constitute the entire agreement between the parties concerning the Services, and supersede all prior and contemporaneous agreements or communications. Representations, inducements, understandings, promises or agreements, written, oral or by another form of communication, between the parties, but not expressly stated in this Agreement or the Sales Order, shall be of no force or effect. Notwithstanding the foregoing, if there are any terms in a Sales Order that conflict with the terms of this Agreement, then the terms of Sales Order shall govern and control. Except as provided in Section 2 above, no modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.