WORKABOX SERVICE AGREEMENT
Version dated 25 December 2014
THIS SERVICE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN WORKABOX AND THE INDIVIDUAL OR LEGAL ENTITY ("CUSTOMER") USING OR ACCESSING THE WORKABOX SERVICES (“WORKABOX”) WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION OR A FREE TRIAL. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE AGREEING TO THESE TERMS. BY AGREEING TO THESE TERMS OR USING THE WORKABOX PRODUCT, WHICHEVER OCCURS EARLIER, CUSTOMER IS AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
1. Subscription to workabox.
Customer hereby agrees to license the workabox product(s) (next “Product”) identified in the subscription documentation (i.e., the quote or invoice), or the web form in the case of a Product trial (“Subscription”) exchanged by the parties in conjunction with Customer's acceptance of this Agreement. The specific Products and the fees payable with respect to such Products are set forth in the Subscription. Each Product may include updates, Internet-based services, support services, applications or documentation, each of which is subject to the terms of this Agreement as applicable. workabox may add to, change or discontinue any component of the Products at any time; provided however, that no such change shall materially increase Customer's obligations or materially decrease Customer's entitlements under this Agreement. Customer is responsible for all actions taken under its workabox account credentials, regardless of whether such actions are taken by Customer or a third party. workabox is not liable for any loss or damage arising from any unauthorized use of Customer’s account.
2. Grant of License.
During the Term (as defined below), workabox grants Customer a limited, non-exclusive, non-transferable, non- sublicensable, revocable license to use, but permits additional Users, to allow such Users to use the Products on the terms set forth in this Agreement. Customer agrees that all rights, title and interest in and to all the intellectual property right in the Products, and all modifications, extensions, scripts and other derivative works of the Products provided or developed by workabox are owned exclusively by workabox or its licensors. All rights not granted to Customer in this Agreement are reserved by workabox. The workabox Product may be utilized by additional employees/users on a concurrent- user basis (“Users”) as specified in the Subscription. Customer shall authorize access to and assign unique passwords and user names to the number of Users procured by Customer on the Subscription. User logins are for designated Users and cannot be shared by more than one User but any User login may be reassigned to another User as needed. Customer will be responsible for the confidentiality and use of User’s passwords and user names. You agree that workabox owns all of the intellectual property rights existing in the workabox Services. You agree not to challenge or do anything inconsistent with such ownership.
You grant workabox a royalty-free, irrevocable, perpetual licence to use (including for commercial purposes) information and/or data collected by workabox through your use of the workabox Services, provided that we aggregate or anonymise that information or data before using it.
Other than this right, workabox claims no intellectual property rights in relation to the information or content you input into the workabox Services.
You may provide us with comments, feedback or suggestions on workabox Services, and you agree that we will be free to use, modify and incorporate such suggestions without any obligation to you. You must not use the Workabox Services in any unlawful manner.
3. Term of the Agreement.
This agreement is due since users registration on the lifetime basis. The agreement is considered as terminated after user’s act of closing the account. To close the account user have to apply to the customer service.
We may change these Terms from time to time, and will endeavour to notify you of such changes via email or by displaying a message when you next use the Service. If you continue to use the Service, your use will be governed by the updated Terms.
workabox may suspend Customer’s access to the Products immediately without notice if workabox, in its sole discretion, believes: (1) such suspension is required by law; (2) Customer has breached this Agreement; or (3) there is a security or privacy risk to Customer. Any suspension of Customer’s access to the Products will not limit or waive workabox’s rights to terminate this Agreement or Customer’s access to the Products.
4. Fees and Payment.
Customer shall pay workabox the monthly fees (“Fees”) specified in the Subscription, in accordance with the timing and currency specified in the Subscription. All payments by Customer to workabox under this Agreement shall be non-refundable, and made via the automatic payment method specified by Customer in the Subscription, or as otherwise agreed by the parties. Customer shall undertake any additional actions reasonably requested by workabox to implement the foregoing automated fee payment process. Subscription Fees are paid in advance. When balance reaches the minimal point of 0 units, service shall be limited until balance refills.
5. workabox Services are provided "as is"
The workabox Services are provided on an "as is" and "as available" basis, and your use of them is at your sole risk. We will try to promptly address (during normal business hours) all technical issues that arise in connection with the workabox Services.
We do not warrant that: (a) the workabox Services will meet your specific requirements; (b) the workabox Services will be uninterrupted, timely, secure, or error-free; (c) the workabox Services will be accurate or reliable; (d) the quality of any products, services, information, or other material purchased or obtained by you through the workabox Services will meet your expectations; or (e) any errors in the workabox Services will be corrected.
You acknowledge that workabox may use third party suppliers to provide hardware, software, networking, connectivity, storage and other technology in order to provide the workabox Services. The acts and omissions of those third party suppliers may be outside of workabox's control, and workabox does not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier.
On behalf of itself and such third party suppliers, workabox excludes any other warranties that may be implied or otherwise apply under statute or other applicable law, to the maximum extent permitted by law.
7. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WORKABOX SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WORKABOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (A) THE USE OR THE INABILITY TO USE THE SERVICE (IN WHOLE OR IN PART) OR ANY TECHNICAL MALFUNCTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (C) UNAUTHORISED ACCESS TO, OR ALTERATION OF, YOUR COMMUNICATIONS OR DATA; (D) STATEMENTS OR CONDUCT OF ANY THIRD PARTY REGARDING THE WORKABOX SERVICES; OR (E) ANY OTHER MATTER RELATING TO THE WORKABOX SERVICES.
IN ANY CASE, WORKABOX'S MAXIMUM AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS OR USER’S USE OF THE WORKABOX SERVICES IS LIMITED TO THE AMOUNT OF FEES PAID BY USER IN THE PAST 3 MONTHS.
8. Governing Law, Venue and Attorneys' Fees.
This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Cyprus without regard to the conflicts of laws and principles thereof. Each party hereby waives all defenses of lack of personal jurisdiction and forum nonconveniens in connection with any action brought in the foregoing courts. If workabox prevails in any action or proceeding (including for collection) under this Agreement, then workabox shall be entitled to recover from Customer, in addition to all other relief, its reasonable attorneys' and other experts' fees and expenses incurred with respect to such action or proceeding.
Customer has reviewed, understood and accepted the terms and conditions set forth in this Agreement and has either consulted with legal counsel prior to executing this Agreement or has knowingly forgone its right to consult with legal counsel prior to such execution. The provisions of this Agreement shall not be construed against either party by virtue of their authorship. The parties acknowledge that they require that this Agreement be drawn up in the English language only.