Workiy Web & Mobile Terms of Use

Last Update: June 20, 2018

Welcome to Workiy, an online accounting and personal finance management service designed especially for small businesses. You are attempting to download or install (or have already done so) a mobile software application Workiy (including any successor application(s) thereto, the (“App”) provided by Workiy.

These Terms of Use are intended to explain our obligations as a service provider and Your obligations as a customer. Please read them carefully.

By downloading, installing or using the App, you agree that you have read and understood the following terms of use (the “Terms”) and agree to be bound by them. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE EXIT THIS PAGE AND REFRAIN FROM ANY FURTHER USE OF OR ACCESS TO THE APP, AND DELETE ANY COPIES OF THE APP IN YOUR POSSESSION OR CONTROL. When using or accessing the App, you agree that you must comply with any guidelines, rules, terms and conditions applicable to such use or access that are posted by us, which are hereby incorporated by reference into these Terms, and with any applicable third-party terms of agreement.

We may modify these Terms at any time by posting the revised Terms on the App. You can determine when this Agreement was last revised by referring to the “LAST UPDATED” legend at the top of these Terms. Any modifications will be effective immediately upon such posting. Your use of or access to the App after such modifications are posted will signify your acceptance of the modifications and your agreement to be bound by them. Notwithstanding the foregoing, any modifications to these Terms shall not apply to any dispute between us arising prior to the date on which we post the revised Terms that contain such modifications

We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: modify, suspend or discontinue the App; charge fees in connection with the use of the App; modify and/or waive any fees charged in connection with the App; and/or offer opportunities to some or all users of the App. You agree that neither we nor any of our affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of the App, in whole or in part, or of any service, content, feature or product offered through the App.

These Terms are binding on any use of the Service and apply to You from the time that Workiy provides You with access to the Service.

The Workiy Service will evolve over time based on user feedback. These Terms are not intended to answer every question or address every issue raised by the use of the Workiy Service. Workiy reserves the right to change these terms at any time, effective upon the posting of modified terms and Workiy will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website.

By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.

1. Definitions

"Agreement"

means these Terms of Use.

"Access Fee"

means the monthly fee (excluding any taxes and duties) payable by You in accordance with the Fee Schedule.

"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 unauthorised disclosure by the other party.

"Data"

means any data inputted by You or with Your authority into the Website.

"Fee Schedule"

means the information relating to subscriptions and billing set out on the Workiy subscriptions and billing pages on the Website, or any other page(s) on the Website notified by Workiy, which may be updated or amended by Workiy from time to time.

"Intellectual Property Right"

means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"Service"

means the online accounting and personal finance management services made available (as may be changed or updated from time to time by Workiy) via the Website.

"Website"

means the Internet site at the domain www.Workiy.com or any other site operated by Workiy.

"Workiy"

means Workiy.com

"Invited User"

means any person or entity, other than the Subscriber, that uses the Service with the authorisation 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.

2. Use of Software

Workiy grants You the right to access and use the Service via the Website or App 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:

1. 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;

2. the Subscriber is responsible for all Invited Users’ use of the Service;

3. 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;

4. 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.

3. Your Obligations

1. Payment obligations:

An invoice for the Access Fee will be issued each month in accordance with the details set out in the Fee Schedule. Workiy will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 8.

All Workiy invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee.

2. Preferential pricing or discounts:

You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of 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 ('Organizations'). 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 Workiy may have under these Terms or at law, Workiy 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 in accordance with the requirements set out in the Fee Schedule.

3. General obligations:

You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by Workiy or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.

4. Automated Bank transaction data delivered into Your Workiy account:

Where available, automated bank account transaction data feeds are generally provided to You free of charge. However, Workiy reserves the right to pass on any charges related to the provision of bank feed data on a case-by-case basis at Workiy’s sole discretion. Workiy would first inform You via email to indicate what those charges are likely to be (as such charges may vary depending on Your bank and Your volume of bank feeds). You have the option to decide to discontinue use of automated bank feeds at any time. To exercise this option, you must give Workiy sufficient prior notice of which automated bank account transaction data feeds you want to discontinue. Upon receiving such notice Workiy will arrange for such feeds to be terminated in accordance with each bank’s usual practices.

5. Access conditions:

1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Workiy of any unauthorized use of Your passwords or any other breach of security and Workiy will reset Your password and You must take all other actions that Workiy reasonably deems necessary to maintain or enhance the security of Workiy's computing systems and networks and Your access to the Services.

2. As a condition of these Terms, when accessing and using the Services, You must:

i. not attempt to undermine the security or integrity of Workiy's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;

ii. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;

iii. 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;

iv. not transmit, or input into the Website, any: files that may damage 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 use); and

v. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.

6. Usage Limitations:

Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against Workiy’s application programming interface. Any such limitations will be advised.

7. Communication Conditions:

As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate 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 commercial 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 Website, You represent that You are permitted to make such communication. Workiy is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, Workiy does reserve the right to remove any communication at any time in its sole discretion.

8. Indemnity:

You indemnify Workiy against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Workiy, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.

4. Confidentiality and Privacy

1. Confidentiality:

 Unless the relevant party has the prior written consent of the other or unless required to do so by law:

1. 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.

2. Each party's obligations under this clause will survive termination of these Terms.

3. The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which:

i. is or becomes public knowledge other than by a breach of this clause;

ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;

iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or

iv. is independently developed without access to the Confidential Information.

2. Privacy:

Workiy maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You should read that policy at www.Workiy.com/privacy/ and You will be taken to have accepted that policy when You accept these Terms.

5. Intellectual Property

1. General:

Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Workiy (or its licensors).

2. Ownership of the App:

The App (including any content made available through the App) is the property of Workiy (or its licensors) and is protected by applicable intellectual property laws. The App is licensed, not sold, to you. You may utilize the App only as permitted by these Terms. You may not, and will not permit any other party to: (1) modify, adapt, alter, translate or create derivative works of the App; (2) use or merge the App, or any component or element thereof, with other software, databases or services not provided by Workiy; (3) sublicense, distribute, sell or otherwise transfer the App to any third party; (4) use the App as a service bureau, or lease, rent or loan the App to any third party; (5) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of the App; (6) interfere in any manner with the operation of the App; (7) circumvent, or attempt to circumvent, any electronic protection measures in place to regulate or control access to the App; (8) create a database by systematically downloading and storing the App; (9) use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way gather the App or reproduce or circumvent the navigational structure or presentation of the App without our express prior written consent; or (10) use the App for any commercial purposes. You agree not to develop, distribute or sell any software or other functionality capable of launching, being launched from or otherwise integrated with the App. You may not remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the App

3. Backup of Data:

You must maintain copies of all Data inputted into the Service. Workiy adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Workiy expressly excludes liability for any loss of Data no matter how caused.

4. Third-party applications and your Data.

The App may incorporate certain functionality that allows the routing or transmission of, or other online access to, certain digital communications and content made available by third parties (“Third Party Content”). By using such functionality, you acknowledge and agree that you are directing us to access and transmit to you the applicable Third Party Content. Because we do not control Third Party Content, you agree that we are neither responsible nor liable for any Third Party Content, including the accuracy, integrity, quality, legality, usefulness, or safety of, or intellectual property rights relating to, Third Party Content. We have no obligation to monitor Third Party Content, and we may block or disable access to any Third Party Content (in whole or part) via the App at any time. Your access to or receipt of Third Party Content via the App does not imply our endorsement of, or our affiliation with any provider of, such Third Party Content. Further, your use of Third Party Content may be governed by additional terms and conditions that are not set forth in these Terms or the NeoCare Solutions Privacy Policy (for example, terms and conditions that are made available by the providers of such Third Party Content). This Agreement does not create any legal relationship between you and the providers of such Third Party Content with respect to such Third Party Content, and nothing in these Terms shall be deemed to be a representation or warranty by us, or any of our affiliates, or our or their respective directors, officers, employees, agents, representatives, licensors or providers with respect to any Third Party Content.

5. License:

Workiy grants to you a limited, royalty-free, non-exclusive, personal and non-transferable, license to install and use the App on a single personal mobile electronic device(s) and/or smart phone(s) owned or controlled by you, solely for your own personal, non-commercial purposes, subject to your compliance with these Terms.

6. Warranties and Acknowledgements

1. Authority:

You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person 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.

2. User Acknowledgement:

You acknowledge and agree that you (and not Workiy) are responsible for obtaining and maintaining (including maintaining the security of) all telecommunications, broadband, and computer hardware, equipment, and services needed to access and use the App (including any device(s) on which the App is installed), and for paying all charges related thereto. BY IDENTIFYING ANY DEVICE AS ELIGIBLE FOR USE WITH THE APP (OR PROVIDING SUCH ANY DEVICE, IF APPLICABLE AND IN WORKIY’S DISCRETION), WORKIY DOES NOT RECOMMEND OR ENDORSE SUCH DEVICE, AND EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND REGARDING SUCH DEVICE (INCLUDING REGARDING ITS PERFORMANCE AND OPERATION).

3. No warranties:

Workiy gives no warranty about the Services. Without limiting the foregoing, Workiy 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.

4. Consumer guarantees:

You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a 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.

7. Limitation of Liability

1. To the maximum extent permitted by law, Workiy 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.

2. If You suffer loss or damage as a result of Workiy's negligence or failure to comply with these Terms, any claim by You against Workiy arising from Workiy's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.

3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8.

8. Termination

Workiy may suspend or terminate your use of or access to the App if you fail to comply with the Terms. Such suspension or termination may result in the permanent deletion of your information or other previously available content.

1. Trial policy

When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed when You first add Your billing details into the Services, as set out in more detail in the Fee Schedule. If You choose not to continue using the Services, You may delete Your organization in the 'My Workiy' section of the Services.

2. Prepaid Subscriptions

Workiy will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.

3. No-fault termination:

These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. 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 in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance written notice. If You elect to terminate these Terms by providing one month's’ advance written notice, You shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms.

4. Breach:

If You:

1. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or

3. 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,

Workiy may take any or all of the following actions, at its sole discretion:

4. Terminate this Agreement and Your use of the Services and the Website;

5. Suspend for any definite or indefinite period of time, Your use of the Services and the Website;

6. Suspend or terminate access to all or any Data.

7. Take either of the actions in sub-clauses (d), (e) and (f) of this clause 8(4) 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 (as defined at clause 3) is not made in accordance with the requirements set out in the Fee Schedule, Workiy 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.

5. 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:

1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and

2. immediately cease to use the Services and the Website.

6. Expiry or termination:

Clauses 3.1, 3.7, 4, 5, 6, 7, 8 and 10 survive the expiry or termination of these Terms.

9. Help Desk

1. Technical Problems:

In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Workiy. If You still need technical help, please check the support provided online by Workiy on the Website or failing that email us at [email protected].

2. Service availability:

Whilst Workiy 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 maintenance or other development activity to take place.

If for any reason Workiy has to interrupt the Services for longer periods than Workiy would normally expect, Workiy will use reasonable endeavours to publish in advance details of such activity on the Website.

10. General

1. Entire agreement:

These Terms, together with the Workiy Privacy Policy and the terms of any other notices or instructions given to You under these Terms of Use, supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Workiy relating to the Services and the other matters dealt with in these Terms.

2. 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.

3. 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.

4. No Assignment:

You may not assign or transfer any rights to any other person without Workiy's prior written consent.

5. Governing law and jurisdiction:

You agree that these Terms shall be construed in accordance with the laws of the Qatar without regard to its conflict of laws provisions. Any claim or dispute arising in connection with your use of the App shall be brought exclusively in the courts of the Qatar. Any cause of action or claim you may have with respect to the App must be commenced within one (1) year after the cause of action or claim arises. Workiy’s failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. Neither the course of conduct between you and Workiy nor any trade practices shall act to modify the Terms. Workiy may assign its rights and duties hereunder to any third party at any time without consent or notice to you.

The App is controlled and operated by Workiy.com from the Qatar, and is not intended to subject Workiy or its affiliates to the laws or jurisdiction of any state, country or territory. Workiy does not represent or warrant that the App or any part thereof is appropriate or available for use in any particular jurisdiction other than the Qatar.

6. Severability:

If any part or provision of these Terms is invalid, unenforceable 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.

7. Notices:

Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Workiy must be sent to [email protected] or to any other email address notified by email to You by Workiy. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.

8. 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.

11. Apple-Specific Terms and Conditions

In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, you acknowledge and agree to the following provisions with respect to your use of the version of the App that is compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the App. Apple is not providing any warranty for the App, except if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the App and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the App, including, without limitation, any third-party product liability claims, claims that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the App, including those pertaining to intellectual property rights, must be directed to Workiy in accordance with the “QUESTIONS” section below. The license you have been granted herein is limited to a non-transferable license to use the App on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App StoreSM Terms of Service. In addition, you agree to comply with the terms of any third-party agreement that is applicable to you when using the App, such as your wireless data service agreement. You acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. Notwithstanding the immediately preceding sentence, Workiy’s right to enter into, rescind or terminate any variation, waiver or settlement under these Terms is not subject to the consent of any third party.

12. Questions

You may contact Workiy at [email protected] with any questions, complaints or claims regarding the App.

13. END OF TERMS OF SERVICE

If you have any questions or concerns regarding this Agreement, please contact us at [email protected]

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