Terms of Service

Thank you for using Workyard.

Workyard Holdings, Inc. (“Workyard” "we" or “us” or “our”) owns and operates certain software as a service, mobile applications, website(s), and any other related sites or applications which refer to these Terms of Service (collectively, the "Services”).

By accessing or using any Services, including without limitation by downloading, installing or using any associated software, APIs or apps supplied by Workyard, including any for which the purpose is to enable you to use the Services (collectively, the “Software”, which is considered a part of the Services), you agree to these Terms as well as any additional terms applicable to certain programs or services in which you may elect to participate.

You also agree to our Privacy Policy, located at https://www.workyard.com/privacy. The Privacy Policy, together with these Terms, and any other terms contained herein or incorporated herein by reference, are collectively referred to as the "Agreement".

1. GENERAL RULES

As a condition of your use of any Service, you affirm and agree that:

• You are at least 18 years of age and you are able to create a binding legal obligation on behalf of yourself and/or your company and/or employer;
• You are responsible for all content you provide and your activities on Workyard;
• You will use Workyard in compliance with all applicable laws, rules, and regulations;
• You will not use Workyard to solicit the performance of any activity which infringes our rights or the rights of others;
• You will not use Workyard to upload, transmit, or otherwise distribute any objectionable content, as solely determined by us;
• You may only use the Services using your valid account established and maintained by you and in all respects subject to these Terms.

If you break any of your promises above or any of the rules in this agreement, we may terminate your account. Your actions may also subject you to legal consequences.

2. YOUR ACCOUNT

Our Services may require you register and create an account to use.  You may only create and hold one account on the Service for your personal use. You are responsible for updating and correcting information you have submitted to create or maintain your account. You understand and agree that Workyard shall have no responsibility for any incident arising out of, or related to, your account settings.

You are solely responsible for maintaining the security of your account and maintaining settings that reflect your preferences. We will assume that anyone using the Service through your account is you. You agree that you are solely responsible for any activity that occurs under your account. Your account is non-transferrable. You cannot sell, combine, or otherwise share it with any other person.

3. PROPRIETARY RIGHTS AND LICENSES

1. Licenses. Until termination of this Agreement and subject to full satisfaction of any applicable payment obligations and your compliance with this Agreement, Workyard grants to you a personal, limited, nonexclusive, revocable, nontransferable right and license to use the Services solely for your internal business purposes.  With respect to any Software, including without limitation software as a service, subject to these Terms, we hereby grant to you a limited, nonexclusive, non-transferable license to access and use such Software during the term of this Agreement, solely by the number of authorized users, and only up to the approved and mutually agreed usage volumes, if any, as set forth on the applicable ordering document or as otherwise mutually agreed, and solely for internal and non-commercial purposes, provided that you shall also comply at all times with all Documentation.  The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described herein and in the documentation provided by Workyard for the applicable Service (the “Documentation”).   Workyard reserves all other rights in the Services.
2. Restrictions. You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not (i)provide access to or give any part of the Services to any third party; (ii)reproduce, modify, copy, sell, trade, lease, rent or resell the Services; (iii)decompile, disassemble, or reverse engineer the Services; (iv) make the Services available on any file-sharing or application hosting service; (v) access the Services to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Services, (3) copy any ideas, features, functions or graphics of the Services, or (4) determine whether the Services are within the scope of any patent.
3. Further Services Restrictions. You shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of Workyard or could subject Workyard to liability to third parties, including:
   1. Unauthorized access, monitoring, interference with, or use of the Services or third party accounts, content, computers, systems or networks;
   2. Interference with others’ use of the Services or any system of network, including mail bombing, broadcast or denial of service attacks;
   3. Unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting;
   4. Viewing or other use of any Content that is prohibited under this Agreement;
   5. Any other activity that places Workyard in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or
   6. Attempting to probe, scan, penetrate or test the vulnerability of a Workyard system or network or to breach Workyard’s security or authentication measures, whether by passive or intrusive techniques.
4. Workyard Ownership. Except for the limited rights granted in Section 2(a) above, Workyard retains all right, title and interest, including all intellectual property rights, in and to the Services, including without limitation know-how, techniques, processes, ideas, algorithms, and software design and architecture of the Services, which shall at all times be Workyard’s proprietary and confidential information.   No rights are granted to you hereunder other than as expressly set forth herein.  You acknowledge that the Services constitute Workyard’s valuable trade secrets and improper use or disclosure would cause Workyard irreparable harm. Accordingly, you agree to use the Services solely as authorized in this Agreement. You further acknowledge that any license granted pursuant to this Agreement is not a sale and does not transfer to you title or ownership of the Services or a copy of the Services, but only a right of limited use. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO WORKYARD.
5. Publicity. If you are agreeing on behalf of a company, You hereby grant Workyard the right (i) to use your company’s  logo and name on Workyard’s website and/or customer lists; and (ii) to issue a press release announcing the relationship and identifying the type of Services purchased by you provided, however, that the wording of any such press release or announcement shall be approved in advance by you, which approval shall not be unreasonably withheld.

4. PRIVACY AND DATA

We take the privacy of your personal data seriously. We encourage you to carefully review our Privacy Policy for important disclosures about ways that we may collect, use, and share Personally Identifiable Information (“PII”). Our Privacy Policy is incorporated in these Terms. Our Privacy Policy covers only the collection and use of PII by Workyard and does not cover the collection or use of PII by other users.

5. TELECOMMUNICATIONS RESPONSIBLIITY

Use of the Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

WORKYARD MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;
2. ANY LOSS, DAMAGE OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA,COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

6. CONTENT

1. Responsibility for Content and its Use. The Services may enable you and your users to enter certain content, data and other information (“Content”).   You hereby grant to Workyard a worldwide, royalty-free, non-exclusive license to host and use your Content for all purposes of providing and improving the Services. “Service Data” shall mean data and analytics regarding your use of the Services, as well as aggregated and anonymized Content.
2. Workyard is not a messaging or data storage service, and you are responsible for any lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures to your users. Workyard is not responsible for any of your Content that you submit through the Services.
3. You hereby represent and warrant that:
   1. You own or have all necessary rights in and to the Content posted by it on or through the Services to grant the license set forth in this Agreement;
   2. The posting and use of Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person; and
   3. The posting of Content on the Services will not result in a breach of contract between you and a third party.
4. Content Restrictions. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:
   1. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that is excessively violent, incites or threatens violence, encourages “flaming” others or criminal or civil liability under any local, state, federal or foreign law;
   2. Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;
   3. Investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;
   4. Virus,Trojan horse, worm or other disruptive or harmful software or Content; and
   5. Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.
5. EXCEPT AS MUTUALLY AGREED UPON IN WRITING BY THE PARTIES, YOU AGREE NOT TO USE THE SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WORKYARD SHALL NOT  HAVE  ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SERVICES TO COLLECTOR MANAGE SENSITIVE INFORMATION. “Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; racial or ethnic origin; physical or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as, but not limited to, the Gramm– Leach–Bliley Act, the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.

7. SUBSCRIPTIONS

As part of its Services, Workyard offers various subscription plans for its Workforce Software.

The free trial offer entitles new, registered users to a fourteen (14) day free trial of the Workforce Software. For all plans, you authorize us to charge you according to the plan you choose at the then current plan rate, and any other charges you may incur in connection with your use of the Workforce Software, such as taxes, duties, and possible transaction fees.

For all accounts, there are no refunds or credits for changes to your account or changes to the number of seats in your plan.We reserve the right to change service fees upon fourteen (14) days notice. Such notice may be provided at any time by posting the changes to Workyard or by email.

Monthly Plan: A valid credit card is required for you to continue using the Services on a month-to-month basis after the free trial period ends. The Services are billed in advance on a monthly basis based on your current number of active users and are non-refundable. If the total number of active users goes up or down throughout the month you have paid for in advance, an adjustment will be applied on pro-rata basis to your next monthly bill.

Annual Plan: Payment in advance for a specified number of seats is required to continue using the Services on a yearly basis after the trial period ends. The Services are billed in advance on a yearly basis and are non-refundable. Seats pre-purchased on an annual plan can be transferred from terminated team members to new team members by simply disabling the terminated team member and inviting the new team member to Workyard. If your total number of active team members exceeds the total number of annual seats you have purchased, the additional team members will be charged at the standard monthly rate on a pro-rata basis.

8. TERM AND TERMINATION

You are solely responsible for the proper cancellation of your account.

This Agreement will remain in effect until you send us a request to cancel your account. You may cancel your account at any time by messaging our support team by sending Workyard a formal cancellation request via our in-app messenger or by contacting hello@workyard.com. Workyard reserves the right to terminate this Agreement at its discretion for any reason or no reason at any time upon notice to you.

Upon expiration or termination of this Agreement for any reason, the rights and licenses granted to you under this Agreement will immediately terminate. You are solely responsible for any export of your data from Services prior to termination, and Workyard shall have no obligation to hold or maintain any such data following any termination.

9. WARRANTY DISCLAIMER

TO THE EXTENT ALLOWED UNDER LAW, WORKYARD AND ITS AFFILIATES (AND THOSE THAT WORKYARD WORKS WITH TO PROVIDE THE SERVICES) (A) DISCLAIM ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NON INFRINGEMENT); (B) DO NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS; THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH OR AS A DIRECT RELATIONSHIP MADE THROUGH THE SITES WILL MEET YOUR EXPECTATIONS; OR THAT ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED;AND (C) PROVIDE THE SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS”AND “AS AVAILABLE” BASIS.

10. LIMITATION OF LIABILITY AND INDEMNIFICATION

1. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE AGGREGATE LIABILITY OF WORKYARD, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO FIVE HUNDRED DOLLARS. SUBJECT TO APPLICABLE LAW, WORKYARD, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANYOF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS,THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF CONTENT, DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF THIRD PARTY SOFTWARE OR HARDWARE. THE ABOVE LIMITATIONS APPLY EVEN IF WORKYARD AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF WORKYARD, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND THEIR USE.
2. Indemnification. You agree to indemnify and hold Workyard and its Affiliates and Suppliers harmless from any and all Claims, liability and expenses, including reasonable attorneys’ fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as “Claims”). Workyard reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by Workyard in the defense of any Claims.

11. GOVERNING LAW AND DISPUTES

1. Governing Law; Jurisdiction. You and Workyard agree that the laws of the State of California, U.S.A., excluding its conflict of laws rules, shall exclusively govern any dispute relating to this Contract and/or the Services. You and Workyard both agree that all claims and disputes can be litigated only in the federal or state courts in San Francisco County,California, USA, and you and Workyard each agree to personal jurisdiction in those courts
2. Disputes. Any dispute of Claims relating in any way to the services or services or this agreement will be resolved by binding arbitration, rather than in court, except that you may assert Claims in small Claims court if your Claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator shall applyCalifornia law to all other matters. All issues are for the arbitrator to decide, including issues related to the scope and enforceability of this arbitration provision. Notwithstanding anything to the contrary, any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOUAND WORKYARD ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO ATRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN ACLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
3. Arbitration will be conducted by the American Arbitration Association (AAA) before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA’s rules. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. The decision of the arbitrator shall be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. This Section 8 shall survive expiration, termination or rescission of this Agreement. To begin an arbitration proceeding, send a letter requesting arbitration and describing your Claims to Workyard Holdings Inc., in care of our registered agent Registered Agent Solutions Inc, 1701 DirectorsBlvd. Suite 300, Austin, TX 78744.

12. MISCELLANEOUS

1. Beta Features. From time to time, Workyard may, at its sole discretion, include new and/or updated beta features (“BetaFeatures”) in the Services for your use and which permit you to provide feedback (fees may apply). You understand and agree that your use of the BetaFeatures is voluntary and Workyard is not obligated to provide you with anyBeta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.
2. Data Acknowledgement. You agree and acknowledge that you shall be fully responsible to validate the accuracy of data produced by the Services when used by you for your own payroll or billing purposes.
3. State and Federal Compliance. You and not Workyard shall be solely responsible for your compliance with all applicable laws, including without limitation data protection, state and federal labor laws and reporting, and you shall hold Workyard harmless, defend and indemnify Workyard from any and all payroll, tax and labor compliance liabilities.
4. Calculations. Certain features of the Services, including multiplying hours tracked by a monetary figure supplied by you, are provided for convenience and your reference only and do not and will not reflect the actual calculation of any payment payable by you to any person or entity and can never be relied on as such and are not warranted or guaranteed by Workyard to be a payroll calculation or any other payment calculation.
5. Third party content.  The Services may contain content, advertising or links to third party sites or services. Workyard does not endorse and is not responsible for any such third party contributions.
6. Assignment. You may not assign this Agreement or any rights or obligations here under, directly or indirectly, by operation of law or otherwise, without the prior written consent of Workyard. Subject to the foregoing, this Agreement will inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Workyard may freely assign this agreement.Any attempted assignment in violation of this Section 10(d) will be null and void./li>
7. Force Majeure. Workyard shall be excused from performance under these Terms, to the extent it is prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, epidemics and/or pandemics; (c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software failures; or (g) other causes beyond the reasonable control of Workyard.
8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement will remain in full force and effect.
9. Waiver. No waiver by either you or Workyard of any breach or default or failure to exercise any right allowed under these Terms is a waiver of any preceding or subsequent breach or default or a waiver or forfeiture of any similar or future rights under our Terms. The section headings used herein are for convenience only and shall be of no legal force or effect. If a court of competent jurisdiction holds any provision of our Agreement invalid, such invalidity shall not affect the enforceability of any other provisions contained in these Terms, and the remaining portions of our Agreement shall continue in full force and effect.
10. Modification of these Terms.  We reserve the right at all times to discontinue or modify any part of these Terms in our sole discretion. If we make changes that affect your use of the Services or our programs made available via the Services, we will post notice of the change via the Services.Any such changes to these Terms will be effective upon such notice. If you do not agree to the changes, you may close your account without penalty and you should not use the Services or participate in any program offered via the Services after the effective date of the changes. We suggest that you revisit these Terms regularly to ensure that you stay informed of any changes. Your use of the Services after we update these Terms will constitute acceptance of the modified Terms.
11. Entire Agreement.  The Terms, including the incorporated PrivacyPolicy and other terms incorporated by reference, constitutes the entire agreement and understanding between you and Workyard with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between you and Workyard with respect to such subject matter.

Last updated 8/24/2020