TERMS & CONDITIONS OF SERVICE

Last modified: August 20, 2019

WorkComposer website and application hereinafter referred to together as the “Products” or “Product.” The words “application,” “We,” “Our,” or “Us” will refer to WorkComposer, Inc., the team of WorkComposer.

Please read these terms and conditions carefully before using WorkComposer. If you find anything in this text that you do not understand or agree with, please refrain from using WorkComposer.

Rules for Registration

The Products are available to people who are ready to undertake the terms and conditions provided. WorkComposer is available to adults exceeding the age of 18, who are legally enabled to sign such contracts. If an employee or agent uses the Product, the latter must have the ability to bind his/her employer by individual use of the Products. To become a registered user, the registration form WorkComposer.com website should be completed on the account registration page to give access to the Products. Users must provide true, accurate, current, and complete information.

You must register to use services provided by the WorkComposer. As part of the registration process, you will choose a password. You agree that the information you supply during that registration process will be accurate and complete and that you will not register under another person's name. You will not disclose your password to any third party. You will be responsible for preserving the confidentiality of your password. You will notify us of any known or suspected unauthorized use of your account. WorkComposer has the right to suspend or block your account if the provided information is untrue, inaccurate, or illegal. In case you do not pay for the Product, We have the right to suspend your account and not allow you to continue using Our services until you make the payment.

Confidential Information:

Confidential Information will require to include Registered User Information. Confidential Information does not include any information that the receiving party can show is:

  • Rightfully exposed before the communication
  • Rightfully achieved from a third party authorized to make such communication, without violating any of the points made in this Agreement
  • Independently developed by the receiving party as shown by contemporaneous documents
  • Available to the public without any restrictions
  • Approved for communication with an agreement of the communicating party beforehand
  • Communicated by court order or, as otherwise required by law, knowing that the party demanded to communicate the information provides prompt advance notice to let the other party seek a protective order or else forestall such communication.

Service Fee: The fee required for the application use, paid by registered users after confirming this Agreement's terms. The Service Fee is specified on the main page of the website and under the “billing” category of individual accounts.

WorkComposer application: The application is associated with WorkComposer, which should be downloaded and installed to allow the application’s access.

You: A registered user of WorkComposer.

Products

Access: Obedient to the terms and conditions provided by this Agreement and payment of all Service Fees, if applicable. The WorkComposer will share with you (as a Registered User), with an Access to the Web Services and your Authorized Users with Access to the WorkComposer Application.

Scheduled Available Time: The Products will be available twenty-four (24) hours per day, seven (7) days a week, including:

  • WorkComposer Application downloaded and installed beforehand.
  • WorkComposer website services, including the web page and the registered accounts.
  • Support services provided to you via e-mail and any other means as published, which you may refer to any time at your convenience, and will be provided with relative feedback within the next couple of hours.

Furthermore, the Products may not be available to you because of:

  • Previously scheduled downtime for systems maintenance, which also includes diagnostics, upgrades, and operations reconfiguration.
  • Unscheduled downtime caused by external forces, which exceed our immediate control, hardware failures, or downtime caused by network or Internet connection problems.

Terms and Conditions of Use: The provided terms of use of the Product potentially accepted by the users. This includes guidelines, rules, or operating policies established or changed here from time to time (collectively, the “Agreement”). By notifying the users via publishing updated versions of the Agreement on this website or otherwise providing notice, We may amend to improve the terms of the Agreement and discontinue or review any or all other aspects of the Products in its own circumspection. Besides, as else wise noted, all such changes are recognized as effective upon publication of the reviewed Agreement on the WorkComposer website.

Licenses

WorkComposer Product: Subject to the conditions noted in this Agreement, We hereby grant you and your authorized users a revocable, non-exclusive, worldwide, royalty-free, limited license to the Product. We hold all rights and licenses in and to the Product not purposely granted to you under this Agreement.

License Restrictions: Unless otherwise noted in this Agreement, you either yourself or via permitting any third party:

  • Duplicate the Products
  • Change, translate, or create derivative copies of the Product
  • Disassemble, decompile or reverse engineer the object code or source code of the Product.

Registered user Information: By this Agreement, you hereby provide us a revocable, non-exclusive, worldwide, royalty-free, limited license to the Registered user’s Information exclusively as necessary to maintain the services for you as discussed by this Agreement. For that purpose, We may copy, change, comply, and backup such information as necessary to perform its services under this Agreement. Such information will be perceived as confidential information except as required by law. You note and warrant that you are the owner, agent, or authorized licensee of all right, title, and interest in and to any intellectual property, proprietary rights, or other rights relating to registered user data, and such data or use thereof is not harassing, defamatory, libelous, abusive, threatening, obscene, coercive, or objectionable, including material that is false, misleading, inaccurate or will violate any applicable law or regulation.

WorkComposer Intellectual Property: We exclusively own or have acquired licenses for all intellectual property rights, title, and interest in any ideas, concepts, features, know-how, documentation, or techniques. Under this Agreement, We provide all technology available in the Products. Users agree and recognize that no title to any intellectual property embodied therein passes to the user under this Agreement. The user acknowledges that We provide professional services for other parties and, hence, agree that we may carry on such services for third parties subject to this Agreement's terms.

User Intellectual Property: The user will be granted rights to own all intellectual property exclusively, title and interest in any Confidential Information the user provides under this Agreement, provided, nonetheless, that you will not gain any interest, like that of ownership, in the Products, which will at all times remain Our property. Between the user and us, the user will exclusively own all intellectual property rights, titles, and interests in registered user information. We respect and acknowledge that no title to any user intellectual property passes to us under this Agreement. We shall not inquire any right, title, or license to registered user Information according to the conditions given by Agreement, except a license to maintain and utilize such registered user Information to the extent necessary to provide services, and We shall not use or pass to other parties registered user Information for any other purposes.

Payment

Payments: The recurring Service Fee(s) for such plans are charged monthly in advance in US Dollars to your valid and approved payment method for the then-current monthly billing period. The overage Service Fee(s), as defined in your plan, is charged at the end of such billing period for usage exceeding your then-current plan. Having provided a payment method (credit card, or an invoice) to begin payment of Services Fees, you hereby authorize WorkComposer to charge the latter for given Service Fees accordingly, including recurring and overage fees, from the date you exceed your free trial period and continuing until you terminate your account.

Service fees are usually calculated on a per user per month basis (monthly amount per workspace member) and charged monthly or yearly — depending on the Service Plan and other particulars of the subscription.

Suspension of Service: If we are unable to complete an automatic payment via credit card or do not receive payment by check or wired funds within the agreed terms, we will attempt to notify you by contacting you directly, and later Access will be disabled until payment is received.

Refunds, Upgrading, and Downgrading Terms

  1. All plans are billed in advance on a monthly or yearly recurring basis. Payments are non-refundable.
  2. There are no refunds or credits for partial service use, upgrade/downgrade refunds, or refunds for unused service with an open or closed account. To treat everyone equally, no exceptions will be made.
  3. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, except when otherwise required by mandatory law. You are responsible for payment of all such taxes, levies, or duties.
  4. For any upgrade or downgrade in plan level, the credit card that you provided will automatically be charged the new rate on your next billing cycle.
  5. Downgrading and or deleting your Service may cause the loss of your Account's content, features, or capacity. Timely does not accept any liability for such loss.

Authorized Users

Authority and Responsibility: You acknowledge and agree that you have the sole right to authorize individuals or organizations to become your Authorized Users, that you shall be solely responsible for their downloading and use of the Products under this Agreement, and that you will have advised and received agreement from such Authorized Users that they will abide by the terms and conditions of this Agreement, where applicable, and specifically that Registered User Information may be required, stored or transmitted through the Products, including the ID of the device in use.

Password Allocation: You will take commercially reasonable actions to maintain the confidentiality of and prevent each username and password's unauthorized use. You will immediately inform Us if you determine, or have reason to believe, that an unauthorized party has gained access to any of the information you have provided Us with, including your username(s) and password(s). You grant Us the credibility to rely upon any information and/or instructions outlined in any data transmission using your desired username and password, without making further investigation or inquiry, and regardless of the actual identity of the individual transmitting the same, in connection with the operation of Products. The processing of username(s) or password(s), whether or not authorized by you, will be your sole responsibility and risk. You will indemnify, defend, and hold harmless the Product, its employees, agents, successors, and assigns from any claim, proceeding, loss, or damages based upon any use, misuse, bias, abuse, or unauthorized use of your username and password and your Authorized User’s username(s) and password(s) unless such claim, proceeding, loss or damage is occasioned, either in whole or part by Our act or omission.

Confidential Information

Agreement Terms: Under no circumstances may either party decide to disclose any terms related specifically to this Agreement, or any negotiations thereof, to any third party (including, but not limited to, competitors, industry analysts, press or media).

Obligation: Neither party will use any Confidential Information of the disclosing party except as expressly permitted in this Agreement or as expressly authorized in writing by the disclosing party. Each party will make the same effort to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of similar nature but in no circumstances less than reasonable care. Neither party is allowed to disclose the other party’s Confidential Information to any person or entity other than the receiving party’s officers, employees, consultants, and legal advisors who need access to such Confidential Information to affect the intent of the Agreement. Both parties agree to notify the other of any unauthorized use or communication of the recognized Confidential Information and to provide reasonable assistance to such other party, and its licensors, with the aim of investigation and prosecution of such unauthorized use or disclosure.

Warranty

Mutual Warranty: Each party warrants to each other than the latter grants the other the right and authority to enter into and grant the rights and perform the obligations described in this Agreement.

Disclaimer: We do not necessarily warrant that the Products will meet all of your requirements, that the use of the Products will be uninterrupted or error-free, that patches or workarounds will be provided, or that errors will be corrected in Product updates. We disclaim any and all liability resulting from or related to any Internet security breach or disruption of Authorized User’s connections to the Web Services or API. Nonetheless, WorkComposer’s team will do its best to suit Our Product to meet most of the expectations by improving Our Product with or without customers’ requests.

Exclusive Warranty: THE ABOVE WARRANTY IS EXCLUSIVE. WE DO NOT MAKE ANY OTHER WARRANTY, WHETHER WRITTEN OR ORAL, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE RELATING TO THE TERMS OF THE PRODUCTS, OR ANY MATERIALS OR PRODUCTS FURNISHED OR PROVIDED TO YOU UPON THIS AGREEMENT.

Data Security

  1. We will make Our best effort to implement and shall require any third party contractors to implement security measures that include the employment of reasonable and appropriate administrative, technical and physical safeguards to protect Registered User Information in Our possession or control against unauthorized access or loss.
  2. We agree that We will do Our best to prevent an introduction into the Services, spyware, viruses, worms, rootkits, adware, keystroke loggers, dialers, time bombs, time locks, or malware. We shall use up-to-date anti-virus software designed to prevent the introduction of any material which allows or causes the installation, transferring, or in any way facilitating the installation or transfer of any malware.
  3. We shall implement reasonable, appropriate, and up to date restrictions regarding physical and electronic access to the data stored in Our servers and Our systems, including, but not limited to, physical access controls, secure user authentication protocols, secure access control methods, firewall protection, malware protection, and use of encryption for information being transmitted across the public internet or wirelessly and as otherwise required by Privacy Laws and Regulations.
  4. We maintain a relevant and appropriate written policy regarding information security that includes technological, physical, administrative, and procedural controls to protect the confidentiality, integrity, and availability of information and Our systems that encompasses access, retention, and transport of information and that provides for disciplinary action in the event of its violation.
  5. We will prevent terminated employees from accessing information and Our systems by limiting their physical and electronic access to such information as soon as possible.
  6. Neither party will use any Confidential Information of the disclosing party except as expressly and exclusively permitted in this Agreement or as expressly authorized in writing by the disclosing party. Each party will use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like nature, and in any event, no less than commercially reasonable efforts. Except as required by law, neither party is allowed to communicate the other party’s Confidential Information to any third person or entity other than the receiving party’s officers, employees, consultants, and legal advisors who need such access in the intent of the Agreement, and a party shall be strictly liable for the unauthorized disclosure of the communicating party’s Confidential Information. Each party agrees to notify the other of any known unauthorized use or disclosure of Confidential Information and to provide reasonable assistance to such other party, and its licensors, in the investigation and prosecution of such uninformed and unauthorized use or communication.

General

Assignment: Neither party may assign any of its rights or delegate any of its obligations under this Agreement, whether by operation of law or otherwise, without the other party's prior express written consent. The assignment without such consent will be null and void. Subject to the foregoing, this Agreement will bind and inure to the parties' benefit and their respective successors and permitted assigns.

Arbitration and Equitable Relief: The parties agree that any dispute or controversy arising out of or relating to any interpretation, construction, performance, or breach of this Agreement will be settled by expedited arbitration to be held in accordance with any applicable country's laws. The arbitrator, who will be agreed to by the parties, may grant injunctions or other relief in such dispute or controversy. The arbitrator's decision will be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. Each Party will each pay one-half of such arbitration's costs and expenses, and each of the parties will separately pay its counsel fees and expenses. The prevailing party, as determined by the arbitrator, will be entitled to costs and fees associated with the action.

Independent Entities: The parties are independent entities or perceived bodies. Neither party will be deemed to be an employee, agent, partner, or legal representative of the other for any aim, nor will they have any right, credibility, or authority to create any obligation or responsibility on behalf of the other, exclusively as a result of this Agreement.

Severability: Any provision of this Agreement that is held to be unenforceable in any jurisdiction will be ineffective only as to that jurisdiction, and only to the extent of the unenforceability of such provision without invalidating the remaining provisions hereof.

Complete Understanding: This Agreement is the complete and exclusive statement of the mutual understanding of the parties. It supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. All waivers and modifications must be in writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy. All the mandatory and relatable terms and conditions and specifically noted and discussed in detail within the scope of this Agreement, with no applicable exceptions.

Survival: Under all sections of this Agreement, the respective rights and obligations that by their nature should survive termination will survive termination, including, without limitation, ownership, warranty disclaimers, and limitations of liability.

Notice: All Notices must be served in writing to WorkComposer via support@workcomposer.com, or call if you have questions about these terms of use.