"Access Fee" means the subscription fee (excluding any taxes and duties) payable by You in accordance with your subscription plan.
"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
"Data" means any data inputted by You or with Your authority into the WorkMax products or site.
"Intellectual Property Right" means any patent, trademark, service mark, copyright, moral right, right in a design, feature, function, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"Service" means the WorkMax products or services made available.
"Website" or "Site" means the Internet site or any other extension site operated by AboutTime Technologies / WorkMax.
"WorkMax" means WorkMax a service offering of AboutTime Technologies LLC and all current and future global subsidiaries of AboutTime Technologies and/or WorkMax including, without limitation a future WorkMax Inc.
"Invited User" means any person or entity, other than the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.
"Subscriber" means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
"You" means the Subscriber, and where the context permits, an Invited User. "Your" has a corresponding meaning.
1. USE OF SOFTWARE
WorkMax grants You the right to access and use the Service with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;
- the Subscriber is responsible for all Invited Users’ use of the Service;
- the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
- if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
2. SUBSCRIPTION OBLIGATIONS, CANCELLATIONS:
WorkMax provides two separate ways for an organization (You) to use the WorkMax service. Those two ways are either a monthly prepaid subscription plan OR with an annual prepaid subscription plan.
- MONTHLY SUBSCRIPTION PLANS: Organizations opting for monthly prepaid subscription will provide a credit card for monthly payment. The credit card will be billed prior to the service being made available and will be subsequently charged on a monthly basis until you determine you do not want to continue with the service at which point in time you can request to terminate your monthly subscription. Should a credit card be declined, You will be notified and will have 3 days to remedy the situation before the service is suspended. Monthly plan customers can contact WorkMax to cancel their subscription service prior to the next monthly billing cycle; however WorkMax will not provide any refund for any remaining prepaid period.
- ANNUAL SUBSCRIPTION PLANS: Organizations opting for an annual subscription will pay via credit card, wire or other agreed upon payment. Funds must be received prior to the service being made available. Annual subscriptions will be auto-renewed on your annual anniversary date. As long as annual payments are received prior to annual expiration; service will not be interrupted. Annual plan customers can cancel their annual subscription service by contacting WorkMax prior to the next annual auto-billing cycle that is set to auto-renew on your annual anniversary date. WorkMax will not provide any refund for any remaining prepaid period. Customers can see their specific annual anniversary (renewal) date from within the WorkMax Control Center > Settings > Account.
- WorkMax one-time products, fees and services such as account setup fee, ConnectMax fee, training hours, other offers etc. are non-refundable under any circumstance.
- Reduction or Modifying of modules and/or user licenses during the subscription: If you add modules/users you will be billed for the remaining days in the current billing cycle (pro-rated), then proceed as normal. Should you want to decrease modules and/or user licenses for the next billing cycle (monthly or annual); you will need to contact WorkMax at least 7 days PRIOR to your next billing cycle in order to decrease users. If you decrease modules/users you will be billed accordingly as per the next billing period (annual anniversary for annual plans), you will not receive a refund for the current billing period for reductions in modules or users.
3. YOUR GENERAL OBLIGATIONS
Preferential pricing or discounts: You may from time to time be offered preferential pricing or discounts for the Service as a result of the number of users or organizations that You have added to the Service or that have been added with your authority or as a result of Your use of the Service. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organizations. Without prejudice to any other rights that WorkMax may have under these Terms or at law, WorkMax reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organizations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
- General obligations: You must only use the Service and Website for Your own lawful, legal internal business purposes, in accordance with these Terms and any notice sent by WorkMax or condition posted on the Website. You may not subscribe or use the service under a falsified or fraudulent subscriber, user or entity.
As a condition of these Terms, when accessing and using the Services, You must:
- not attempt to undermine the security or integrity of WorkMax's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
- not use, or misuse, the Services in any way which may damage the WorkMax brand or service, impair the functionality of the Services or site, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
- not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- not transmit, or input into the site or service any: files that may damage WorkMax or any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to); and
- not attempt to modify, analyze the product to learn the details of its function or design in order to copy or produce a similar or improved version, adapt, reproduce, disassemble, de-compile or reverse engineer any portion of the WorkMax Service except as is strictly necessary to use the service for normal customer learning and normal customer use of the service.
- Usage Limitations: Use of the Service may be subject to limitations, including but not limited to data storage and bandwidth. WorkMax reserves the right to limit data storage and bandwidth usage.
- Communication Conditions: As a condition of these Terms, if You use any communication tools available through the service or site (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate business purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use).When You make any communication on the service or site, You represent that You are permitted to make such communication. WorkMax is under no obligation to ensure that the communications from the service or site are legitimate or that they are related only to the use of the Services.
- As a condition of these Terms, when accessing and using the Services, You must:
- You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify WorkMax of any unauthorized use of Your passwords or any other breach of security and You must take all other actions that WorkMax reasonably deems necessary to maintain or enhance the security of WorkMax's computing systems and networks and Your access to the Services.
4. CONFIDENTIALITY AND PRIVACY
Confidentiality: Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- Each party's obligations under this clause will survive termination of these Terms.
- The provisions shall not apply to any information which:
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
- is or becomes public knowledge other than by a breach of this clause;
5. BIOMETRICS, FACE RECOGNITION, WORKMAX RECOGNITION, EMPLOYEE PRIVACY
WorkMax TIME Recognition is a feature that is provided with the WorkMax TIME module as an option to reduce time theft and buddy-punching in labor tracking. WorkMax Recognition (the feature) is turned OFF by default. When enabled and used by customer, the feature will take a photo (selfie) of employee (employee will see front facing camera in order to center the selfie/photo in the camera viewer) while the employee is clocking IN/OUT. That photo is then linked with that time stamp when sent/synced back to Control Center. The employee time stamp photo can then be compared using technology such as facial-spacial measuring and algorithms to establish percentage match likelihood. The percentage match can then be shown to you / customer / employer within the WorkMax Control Center in order to help you / customer / employer find suspect time records and that may violate your company time-theft or buddy-punching policy. The WorkMax TIME Recognition feature (when enabled) does not stop employees from clocking IN/OUT, but helps locate and show potential suspect time records. NOTE: Some local/region/state laws may require you obtain written consent from employees to use biometrics or face recognition type features/products. Some local/region/state laws may require you to maintain and follow written policy and have protocols in place to protect the collected, stored information and some may require policies in place on retention of the information, etc. It is your responsibility as a user of the service to abide by the applicable laws.
- WorkMax does not sell, lease or disclose time stamp photos or face recognition data it collects.
- As part of these terms, it is your (you / customer / employer) responsibility to know, follow and abide by all applicable local, state, region biometrics/recognition privacy laws and/or employee privacy laws. You indemnify WorkMax against: all claims, costs, damage and loss arising from negligence or breach of any applicable laws pertaining to your use of biometrics, WorkMax or WorkMax Recognition features.
6. INTELLECTUAL PROPERTY
General: Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services are to remain the sole property of WorkMax and AboutTime Technologies (or its licensors).
- Data Access: Your access to the Data is contingent on full payment of the WorkMax subscription fee when due. You grant WorkMax a license to use, copy, transmit, store, and back-up Your Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services.
- Backup of Data: You must maintain copies of all Data inputted into the Service. WorkMax adheres to its best practice policies and procedures to prevent data loss, including a regular system data back-up regime, but does not make any guarantees that there will be no loss of Data. WorkMax expressly excludes liability for any loss of Data no matter how caused.
- Third-party applications and your Data: If You enable third-party applications or integrations for use in conjunction with the Service, You acknowledge that WorkMax may allow the providers of those third-party applications to access Your Data as required for the inter-operation of such third-party applications with the Services. WorkMax shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
7. WARRANTIES AND ACKNOWLEDGEMENTS
Authority: You warrant that where You have registered to use the Service on behalf of another person or legal entity, You have the authority to agree to these Terms and agree that by registering to use the Service You bind the person or entity on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
- Acknowledgement: You acknowledge that:
You are authorized to use the Services and the Website and to access the information and Data that You input into the Service or site, including any information or Data input by any person you have authorized to use the Service. You are also authorized to access the processed information that is made available to You through Your use of the site and the Service (whether that information and Data is Your own or that of anyone else).
WorkMax has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the site on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- You are responsible for ensuring that You have the right to do so;
- You are responsible for authorizing any person who is given access to information or Data, and you agree that WorkMax has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
You will indemnify WorkMax against any claims or loss relating to:
- WorkMax's refusal to provide any person access to Your information or Data in accordance with these Terms,
- WorkMax’s making available information or Data to any person with Your authorization.
- The provision of, access to, and use of, the Services is on an "as is” basis and at Your own risk. WorkMax does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. WorkMax is not in any way responsible for any such interference or prevention of Your access or use of the Service.
- It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
- It is Your responsibility to check that storage of and access to your Data via the Software and the site will comply with laws applicable to you (including any laws requiring you to retain records).
- No warranties: WorkMax gives no warranty about the Services. Without limiting the foregoing, WorkMax does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
- Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a legal business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
- WorkMax has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the site on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
8. LIMITATION OF LIABILITY
To the maximum extent permitted by law, WorkMax excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
- If You suffer loss or damage as a result of WorkMax's negligence or failure to comply with these Terms, any claim by You against WorkMax arising from WorkMax's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Subscription Fees paid by You in the previous 12 months.
- If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.
Prepaid Subscriptions: WorkMax will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
- No-fault termination: These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1, 3.2, 3.3, 3.4, 3.5. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
- Breach: If You:
breach any of these Terms for any reason including, without limitation, by non-payment of any Access or Service Fees; or
- breach any of these Terms including, without limitation to using fraudulent or falsified information; or
- You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, WorkMax may take any or all of the following actions, at its sole discretion:
- Terminate your use of the Services and the Website;
- Suspend or terminate access to all or any Data;
- Seek damages and legal retribution due to breach of terms
- Take either of the actions in sub-clauses (d), (e) and (f) of this clause in respect of any or all other persons whom You have authorized to have access to Your information or Data.
- For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations is not made in full by the relevant due date, WorkMax may: suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data.
- Accrued Rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
remain liable for any accrued charges and amounts which become due for payment before or after termination; and
- immediately cease to use the Services and the Website.
- Expiry or termination: Clauses 2, 3, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.
10. HELP DESK
Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting WorkMax. If You still need technical help, please check the support provided online by WorkMax within your WorkMax account or email WorkMax support.
- Service availability: WorkMax intends that the Services should be available 24 hours a day, seven days a week; it is possible that on occasions the Services or Website may be unavailable to permit for maintenance or other development activity to take place.
- Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
- Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
- No Assignment: You may not assign or transfer any rights to any other person or entity without WorkMax's prior written consent.
- Governing law and jurisdiction: If the information or Data You are accessing using the Services and the Website is solely that of a person who is tax resident in the United States of America at the time that You accept these terms then the State of Utah law govern this Agreement and You submit to the exclusive jurisdiction of the state courts of Utah County, Utah or federal court for the District of Utah for all disputes arising out of or in connection with this Agreement.
- Severability: If any part or provision of these Terms is invalid or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
- Notice: Notices to WorkMax must be sent to the support team. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
- Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.