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Master Services Agreement

WorkTaps Employee Referral Software

 

 

This WorkTaps Master Service Agreement (the “Agreement“) governs your use of the Software Services provided by WorkTaps Inc. (“WorkTaps”). You will be required to indicate your acceptance of the terms contained in this Agreement in order to access the Software Services. 

DEFINITIONS.

“Software Services” means the version of the WorkTaps software services and technology made available to you by WorkTaps under this Agreement.  Software Services may include enhancements, updates, upgrades, derivatives or bug fixes to such service or technology and any documentation, add-ons, templates, or sample data sets.

“Data” means the raw data you upload or submit to the Software Services and the processed result of the raw data generated by you using the Software Services.

“Feedback” means all suggestions, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by you (whether in oral, electronic or written form) to WorkTaps in connection with your use of the Software Services.  Feedback includes information describing the habits, usage patterns or demographics of those persons who use the Software Services.  Feedback also includes aggregate Data.

“Internal Purposes” means internal business use with your systems, networks, devices and data for the purposes of internal use of the Software Services within your organization.  Such use does not include use of your systems, networks, or devices as part of any products or services you provide for a third party’s benefit. Notwithstanding the above, WorkTaps acknowledges and agrees that it will pull data from an authorized third party to effectuate the purpose and obligations under this Agreement and you hereby agree to such and warrant that it will not be in breach of the terms of use of the third-party provider.

  1. SOFTWARE SERVICES LICENSE.  Subject to your payment of the fees (the “Fees”) specified in the Order Form and your compliance with the terms and conditions of this Agreement, WorkTaps grants you a non-exclusive, non-sublicensable, non-transferable, revocable, limited license to allow the number of users specified in the applicable Order Form (“Authorized Users”) during the term of the Agreement to access and use the Software Services in a secure location, only in connection with and solely for the Internal Purposes.  All Authorized Users under this Agreement must be employees of the entity that executes the Order Form.
  2. LICENSE RESTRICTIONS.  You may use the Software Services only for lawful purposes and in a lawful manner consistent in all material respects with all applicable laws, statutes and regulations, including, without limitation, those relating to employment. Except as expressly authorized in this Agreement or in writing by WorkTaps, you will not, and will not permit, any third party to: (i) access or use the Software Services for any other purposes than the Internal Purposes (including for any competitive analysis, commercial, professional, or other for-profit purposes); (ii) copy any aspect of the Software Services, including without limitation, the user interface; (iii) modify, adapt, or create derivative works of the Software Services; (iv) rent, lease, loan, resell, transfer, sublicense or distribute the Software Services to any third party; (v) use or offer any functionality of the Software Services on a service provider, service bureau, hosted, software as a service, or time sharing basis; (vi) decompile, disassemble or reverse-engineer the Software Services or otherwise attempt to derive the Software Services source code, algorithms, methods or techniques used or embodied in the Software Services; (vii) use the Software Services in any manner that violates the terms of this Agreement, any third party rights, or any applicable laws, rules, or regulations; (viii) attempt to disrupt the integrity or performance of the Software Services; (ix) attempt to gain or grant unauthorized access to the Software Services; (x) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the Software Services; or (xi) interfere with or disrupt servers or networks connected to any website through which the Software Services are provided.  Any violation of this Section shall be a material breach of this Agreement subject to immediate termination of this Agreement for which no notice from WorkTaps shall be required.  The entity executing the Order Form acknowledges and agrees that it is responsible for the use or misuse of the Software Services by Authorized Users and that a breach by any Authorized User of any term of this Agreement will be deemed a breach by it.
  3. CONFIDENTIALITY. Both parties acknowledge and agree that one party (the “Discloser”) may divulge personally identifiable information, business or marketing plans, financial information, recipes, trade secrets, or any other information labeled “confidential” or that a reasonable party would consider confidential (the “Confidential Information”) to the other party (the “Receiver”). The Receiver agrees that the Confidential Information will (A) be kept confidential by it and its representatives and, except as expressly permitted hereby, will not be disclosed by the Receiver or any of its representatives in any manner whatsoever, in whole or in part, and (B) be used by the Receiver or any of its representatives only to effectuate its obligations under this Agreement.  Moreover, the Receiver shall transmit Confidential Information only to those of its representatives who need to know such information for the purpose of such review and who shall (i) be advised by the Receiver of this Agreement, and (ii) agree with the Receiver to be bound by confidentiality provisions no less strict than those contained in this Agreement.  The Receiver agrees that it shall be responsible for any breach of this Agreement by any of its Representatives.
  4. TERM AND TERMINATION The Subscription Term starts on the Start Date set forth on the Order Form and continues for so long as there is an active Subscription. Each Subscription shall renew automatically for succeeding terms of one (1) year each, on the same terms that are in place on the renewal date excluding any discounts, unless either party gives written notice to the other at least thirty (30) days prior to the anniversary date of such Subscription, or unless the Subscription is terminated as provided in Section 4.1 below. 
    1. Termination for Cause. Either party may terminate this Agreement or any active Subscription for cause: (a) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day period; or (b) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
    2. Effect of Termination. If Customer terminates this Agreement or any active Subscription in accordance with Section 4.1, WorkTaps will reimburse Customer on a pro-rata basis for any pre-paid fees allocable to the remaining Subscription Term as of the date of such termination. Upon termination or expiration of this Agreement for any reason, WorkTaps will, upon written request, delete all Customer Data and any End Customer Data processed on behalf of Customer during the Subscription Term.
  5. FEES AND PAYMENT Fees. Customer will pay the fees for the Subscription set forth on the applicable Order Form. Following execution of the Order Form, WorkTaps will submit an invoice to Customer for the Subscription, and payment will be due within the Payment Terms set forth on the Order Form (“Due Date”).
  6. Overdue Charges. If any undisputed, invoiced amount is not received by WorkTaps by the Due Date, then those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
  7. Taxes. The fees payable hereunder are exclusive of any sales taxes (unless included on the invoice), or similar governmental sales tax type assessments, excluding any income or franchise taxes on WorkTaps (collectively, “Taxes”) with respect to the Service provided to Customer. Customer is solely responsible for paying all Taxes associated with or arising from this Agreement.
  8. OWNERSHIP. WorkTaps, its suppliers and/or its licensors, own all worldwide right, title and interest in and to the Software Services, including: all worldwide patent rights (including patent applications and disclosures); copyright rights (including copyrights, copyright registration and copyrights with respect to computer software, software design, software code, software architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications, and databases); moral rights; trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing. Except as expressly stated in this Agreement, WorkTaps does not grant you any intellectual property rights in the Software Services, and all right, title, and interest in and to all copies of the Software Services not expressly granted remain with WorkTaps, its suppliers and/or its licensors. The Software Services is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You acknowledge that the Software Services is licensed and not sold.
  9. FEEDBACK.  WorkTaps, in its sole discretion, may or may not respond to your Feedback or address any or all your Feedback in the development of future features or functionalities of the Software Services or any related or subsequent versions of such Software Services.  In the event WorkTaps uses your Feedback, you grant WorkTaps an unrestricted, perpetual, worldwide, exclusive, transferable, irrevocable, sublicensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, make, have made, distribute (through multiple tiers of distribution), publicly perform or display, import, export, sell, offer to sell, rent, or license copies of the Feedback as part of or in connection with any WorkTaps product, service, technology, content, material, specification or documentation. 
  10. DATA. You hereby grant WorkTaps a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sublicensable license to use, access, transmit, host, store, and display the Data solely for the purpose of effectuating its obligation under the Agreement.  WorkTaps may exercise such license for purposes of providing, maintaining, repairing, administering and improving the Software Services and/or in developing subsequent versions of the Software Services and new products or services, including rights to extract, compile, aggregate, synthesize, use, and otherwise analyze all or any portion of the Data, so long as none of the Data is personally identifiable information or is presented in an anonymized form and so long as WorkTaps is in accord with any applicable privacy laws or regulations.  You represent, warrant and agree that: (a) the Data and other materials you provide or make available to WorkTaps will include only information relevant to the Software Services and the use thereof; (b) will not include any sensitive personal information or any protected health data; and (c) will not violate the privacy, publicity, intellectual property, contractual, or other rights of any person or entity. You acknowledge and agree that you are solely responsible for all Data you upload or submit using the Software Services and for your conduct while using the Software Services. You acknowledge and agree that you are responsible for protecting and backing up the Data.
  11. WARRANTY DISCLAIMER. THE SOFTWARE SERVICES ARE PROVIDED “AS IS”. WORKTAPS DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE OR BY STATUTE OR IN LAW. WORKTAPS SPECIFICALLY DOES NOT WARRANT THAT THE SOFTWARE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OR OUTPUT OF THE SOFTWARE SERVICES WILL BE ERROR-FREE, ACCURATE, RELIABLE, COMPLETE OR UNINTERRUPTED. WorkTaps has no obligation to support, update or upgrade the Software Services.  You acknowledge that from time to time the Software Services may be unstable, slow, interrupted, inaccessible or inoperable for a variety of reasons.  WorkTaps reserves the right to make updates or changes to the Software Services at any time, in its sole discretion.
  12. NO RELIANCE. WorkTaps has no obligations with respect to any forward-looking statements made in connection with the Software Services, or the marketing thereof. Forward-looking statements are statements regarding future WorkTaps events, product offerings, product performance, customer uses or the expected financial performance of WorkTaps. WorkTaps does not assume any obligation to update any forward-looking statements made in connection with the Software Services, or the marketing thereof.  WorkTaps undertakes no obligation either to develop the features or functionality described in any forward-looking statements or to include any such feature or functionality in a future release of the Software Services. You expressly acknowledge that the Software Services may contain defects or deficiencies which may not be corrected by WorkTaps, and may undergo significant changes.
  13. LIMITATION OF LIABILITY. IN NO EVENT WILL WORKTAPS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOFTWARE SERVICES, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT WORKTAPS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, WORKTAPS WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED CESSATION OF THE SOFTWARE SERVICES FUNCTIONS OR ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME FOR ANY REASON, OR ANY DELETION, CORRUPTION OR DAMAGE OF DATA ON OR THROUGH THE SOFTWARE SERVICES. WORKTAPS’S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE ACTUAL AMOUNT PAID BY YOU UNDER THIS AGREEMENT.  THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.  BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
  14. PRIVACY. You acknowledge that WorkTaps and its providers may obtain information and data from you in connection with your registration, installation, and use of the Software Services, including, without limitation, personal information which is anonymized. WorkTaps may also collect and process technical and related environmental or performance information about your use of the Software Services (which may include, without limitation, data ingest volume, search concurrency, number of unique user log-ins, Internet protocol addresses, operating system, configuration information, application software, session duration, page view, operational use, and other such information) and use this information to support and troubleshoot issues, provide updates, analyze trends and improve WorkTaps’ products or services. You hereby consent to WorkTaps and its providers maintaining, using, storing and disclosing such information and data (including, without limitation, personal information, if any, in conformity with WorkTaps Privacy Policy, which may be updated from time to time). You further consent to receiving text messages and/or other electronic communications and notifications from WorkTaps in connection with your use of the Software Services.
  15. EXPORT. You will comply fully with all relevant export laws and regulations of the United States and any other country (“Export Laws”) where you use any of the Software Services. You represent and warrant that you are not (a) located in, or a resident or a national of, a restricted country; or (b) on any of the relevant U.S. Government Lists of prohibited persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List. 
  16. CHOICE OF LAW AND DISPUTES.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, as if performed wholly within the state and without giving effect to the principles of conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.  Any unresolved claim, dispute, or controversy arising from this Agreement shall be submitted to binding arbitration before a single arbitrator in Los Angeles, using JAMS Streamlined Arbitration Rules and Procedures. In the event of such a dispute, the prevailing party shall be entitled, in addition to such other relief as may be granted, to a reasonable sum to be determined by the arbitrator for its attorneys’ fees and costs actually expended in connection with the dispute. This clause shall not preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. 
  17. INDEMNIFICATION. Each party (the “Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other party (the “Indemnified Party”) from and against all claims, actions, causes of action, or liabilities, including reasonable attorneys’ fees, arising out of or resulting from: (1) any act undertaken or committed by the Indemnifying Party or any contractors hired or engaged by the Indemnifying Party in connection with the performance of the Indemnifying Party’s obligations under these Terms and Conditions; or (2) any claim, action or cause of action, which may be asserted by third parties arising out of the performance of the Indemnifying Party’s obligations pursuant to this Agreement, except those actions which are due to the misconduct or negligence of the Indemnified Party. 
  18. GENERAL. The Fees do not include any taxes, levies, duties or similar assessments of any taxing authority, of any nature, including, for example, sales, use, or withholding taxes (collectively, “Taxes”).  You are responsible for paying all Taxes associated with access to and use of the Software Services by Company and Authorized Users.  If WorkTaps is required to collect or pay any Taxes for which you are responsible, WorkTaps will invoice you and you will promptly pay WorkTaps that amount in addition to the Fees.  You will defend, indemnify and hold harmless WorkTaps, its employees, officers, agents, and successors and assigns from all damages and liability including, without limitation, reasonable attorneys’ fees, incurred as a result of your violation of your obligations under this Agreement, or the negligent or willful acts of your Company and any Authorized User. Any legal notice or other communication required or permitted by this Agreement shall be in writing and sent via email.  Notices to you shall be sent to the email address provided on the Order Form or to the email address any Authorized User provided during registration.  Notices to WorkTaps shall be sent to “Legal@WorkTaps.com”.  Either party may specify a different email address via notice to the other in accordance with this provision.  You may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, operation of law or otherwise. You acknowledge that WorkTaps may assign, subcontract or delegate any of its rights or obligations under this Agreement. Any attempt to assign this Agreement other than as permitted herein shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. This Agreement, along with the Order Form, constitutes the complete and exclusive understanding and agreement between the parties relating to the subject matter of the Software Services and Confidential Information and shall supersede any and all prior or contemporaneous agreements, communications and understandings, written or oral, relating to such subject matter.  This Agreement may be modified or amended only by a writing signed by both parties.  The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. 

Last Updated: Jun 21, 2024