Nowsta, Inc. (“Nowsta"), has created a suite of web, desktop, and mobile device based software applications (the "Platform") designed to provide an online communications and logistics platform that enables Employers to manage their workforce and understand their operations.
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE THE PLATFORM. BY ACCESSING OR REGISTERING WITH THE PLATFORM (BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS), YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT AND CONDITIONS, PLEASE DO NOT ACCESS OUR PLATFORM OR REGISTER TO PARTICIPATE IN OUR SERVICES.
1. Acceptance; Authority to Contract. Nowsta has created the Platform to provide an online communications and logistics platform that enables Registered Employers to manage their workforce and understand their operations and to connect Registered Employees with their Registered Employers. This Agreement governs (i) your use of the Platform; (ii) your receipt of and participation in the services we make available through the Platform (the “Services”); (iii) Registered Employers’ submission of Employee Lists, information, comments, ideas, and other content, whether in the form of text, graphics, video, sound files, or other format or media (collectively, "Submitted Content"); and (iii) your use of information obtained through the Platform, including (a) information, software, artwork, text, video, audio, pictures, content, trademarks, trade dress, and other intellectual property owned by Nowsta or its licensors and made available to you through the Services (“Nowsta Content”). If an Authorized Employer Representative is entering into this agreement on behalf of a Registered Employer, he/she personally represents and warrants that (i) he/she has full legal authority to bind the Registered Employer to this Agreement; (ii) he/she has read and understands this Agreement; and (iii) he/she agrees, on behalf of the Registered Employer, to this Agreement.
1.1. IF YOU DO NOT HAVE THE LEGAL AUTHORITY TO BIND THE REGISTERED EMPLOYER, YOU MUST NOT ACCESS THE PLATFORM OR OTHERWISE PARTICIPATE IN THE SERVICES.
1.2. “Authorized Employer Representative" means an employee of the organization on whose behalf you are registering (i.e., the Registered Employer) who (i) holds a position akin to manager or regional manager, and (ii) who has authority to bind the Registered Employer with regard to use of the Platform and participation in the Services. For all purposes in this Agreement, the term “you” means the Registered Employer on whose behalf you are acting.
2.Our Services: Overview.
2.1. For Registered Employers. The Platform is designed to provide a
2.2. For Registered Employees. The Platform is designed to provide a
2.3. Nowsta Analytics. Registered Users acknowledge and agree that Nowsta is entitled to collect, compile, analyze and otherwise use and exploit statistical data in
3.Protecting Your Password. We may make certain features of the Platform accessible only to a particular type of Registered User. For example, a Registered Employee will only be able to access his/her own profile, while a Registered Employer may be able to access the profiles of all of its employees. When you register and obtain a password, please keep in mind that we will treat anyone who uses your user name and password as “you.” We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for the activities of a person using your password. Therefore, we recommend that you maintain your user name and password in confidence, and that you refrain from disclosing this information to anyone who might “pretend” to be you with respect to the Platform and your participation in the Services. We also ask that you notify us immediately if you suspect that someone is using your user name and/or password in any inappropriate manner.
4.Grant of Rights
4.1. Grant of Rights to Registered Employees. As a Registered Employee, you are granted the right to enter and/or upload information related to you for participation in the Services ("Your Profile"). You may access, view, update or otherwise modify Your Profile through your
4.2. Grant of Rights to Registered Employers. As a Registered Employer, subject to your compliance with this Agreement, you are hereby granted (i) the right to access and use the Platform and Nowsta Content we offer, and (ii) the right to enter and/or upload information related to your organization and your workforce management needs, including uploading and management of your employees’ contact information, scheduling information, banking information (for payroll purposes) (collectively, your “Employee List”). You may access and view certain other
4.3. Duration of Rights. You will continue to enjoy Your rights under Section 4.1 (Grant of Rights to Registered Employees) and 4.2 (Grant of Rights to Registered Employers) for as long as you are a Registered User, unless Your password is revoked or suspended for misconduct, as set out in Section 6 (Monitoring; Revocation or Suspension of Use Privileges).
4.4. Grant of Rights to Nowsta in Your Profile. By submitting or otherwise uploading information to Your Profile by completing our template, uploading files, or otherwise (if such features are available to you), you grant Nowsta the right to use, copy, reformat, index, modify, display, and distribute Your Profile for the purposes of providing our Services. No compensation will be paid with respect to Nowsta's use of your Your Profile under this grant.
4.5. Grant of Rights to Nowsta in Submitted Content. By submitting Submitted Content, including Employee Lists, for participation in the Services, by completing our template, uploading files, or otherwise (if such features are available to you), you grant Nowsta the right to use, copy, reformat, index, modify, display, and distribute your Submitted Content for the purposes of providing our Services. No compensation will be paid with respect to Nowsta's use of your Submitted Content under this grant.
4.6. Registered User Comments/Feedback. Our Platform may allow Registered Users to provide comments or feedback regarding our Platform and our Services. By providing comments/feedback, you grant us the right to use your comments and feedback for the purposes of improving the Platform and our Services.
4.7. Rights/Permissions You Must Have in Your Submitted Content. In submitting Submitted Content, you warrant that you have sufficient authority and rights to post such Content, and provide these use rights.
4.9. Publicity. Registered Employer grants to Nowsta the right to use Registered Employer’s name, logo and/or other marks for the sole purpose of identifying Registered Employer as a user of the Nowsta Platform. No compensation will be paid with respect to Nowsta’s use of Registered Employer’s name and/or trademarks under this grant.
4.10. Nowsta Ownership; Reservation of Rights. The information, software, artwork, text, video, audio, pictures, trademarks, trade dress, and other intellectual property embodied in the Platform or the Nowsta Content, are the proprietary property of Nowsta and its licensors, and are protected by U.S. and international copyright and other intellectual property laws, or are used under the principles of fair use. Nowsta and its licensors retain all rights with respect to the Platform and the Nowsta Content except those expressly granted to you in this Agreement. You agree not to duplicate, publish, display, distribute, modify, or create derivative works from the material presented through available software, the Platform and/or through the Services unless specifically authorized in writing by Nowsta.
4.11. Registered User Ownership; Accuracy of Data. Nowsta does not own any Submitted Content or any other data, information or material that Registered Users submit to the Platform (“User Data”). Registered Users will retain all rights, title and interest in and to their User Data. Registered Users, and not Nowsta, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all User Data. Registered Employer shall be responsible for maintaining a back up version of its Employee List and other User Data and Nowsta shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Employee List or other User Data.
5. Code of Conduct. As a condition to your use of the Website and the Services, you agree to follow our Code of Conduct, set out below. Under this Code, you will not:
8.User Disputes. You are solely responsible for your interaction with other Registered Users, both online or offline. We have no obligation to become involved in disputes between Registered Users. If you have a dispute with one or more Registered Users, you release Nowsta (and our officers, directors, agents, employees, subsidiaries, and affiliates) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute.
9.Charges; Payment Terms. Access to the Platform is currently provided free of charge. We may charge a fee for use of certain Services or features of the Platform. If we do so, we will notify you regarding the relevant fee and require you to
10.Confidentiality Between Registered Employer and Nowsta.
10.1. “Confidential Information” means information disclosed by one party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Employee Lists are Confidential Information.
10.2. Protections. Each party will: (a) protect the other party's Confidential Information to which it has been granted access with the same standard of care it uses to protect its own Confidential Information and in no event less than reasonable care; and (b) not disclose the Confidential Information, except to affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential in a manner compliant with this section. Each party (and any affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its affiliates, employees and agents in violation of this section.
10.3. Exceptions. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party without an obligation to maintain the information as confidential.
10.4. Required Disclosure. Each party may disclose the other party's Confidential Information when it is required to be disclosed by law, provided that the disclosing party is promptly notified by the recipient in order to provide the disclosing party an opportunity to seek a protective order or other relief.
11. Representations and Warranties. Registered Employer represents and warrants that (i) it has not falsely identified itself nor provided any false information to gain access to the Platform and that its billing information is correct, and (ii) the Submitted Content it submits to the Platform will not contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other
12.Warranty Disclaimer. NOWSTA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR THE PLATFORM. NOWSTA AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICES OR PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR
13.Limitations of Liability.
13.1. Registered Employees. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL NOWSTA BE LIABLE TO REGISTERED EMPLOYEES FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE NOWSTA PLATFORM AND RELATED SERVICES AND CONTENT. You agree that injunctive relief shall provide you with a good and sufficient remedy for any complaints against Nowsta arising out of the Services, and agree that you will not subsequently claim that such remedy or the remedy and damages limitations provisions of this Agreement has "failed of its essential purpose."
13.2. To Registered Employers. IN NO EVENT SHALL EITHER NOWSTA’S OR REGISTERED EMPLOYER’S AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM REGISTERED EMPLOYER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS ALLEGEDLY GIVING RISE TO A CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES EXCEPT DIRECT DAMAGES, OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY RELATED TO THE SERVICES OR THE PLATFORM INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE PLATFORM OR ANY CONTENT OBTAINED THROUGH THE PLATFORM, ANY INTERRUPTION IN ACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE SERVICES OR THE PLATFORM, EVEN IF THE PARTY FROM WHICH DAMAGES ARE SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.Indemnity. You agree to defend, indemnify, and hold Nowsta and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability to third parties, including reasonable attorneys' fees, arising from or related to your breach of this Agreement.
15.Term and Termination. The term of the Agreement shall commence on the Effective Date and continue for one(1) month (the “Initial Term”). The Agreement shall then renew automatically for additional
16.Modifications to these Terms. We may modify and change this Agreement over time. We will not "retroactively" change this Agreement, and any modifications we make shall take effect proactively, once you next access the Platform. Please feel free to print out a copy of this Agreement for your records.
17.Assignment. This Agreement shall not be assignable by you, either in whole or in part, without Nowsta’s prior written consent. Nowsta reserves the right to assign its rights and obligations under with Agreement.
19. Survival. The following provisions shall survive the termination of this Agreement and shall apply indefinitely:
21.Contact Us. If you have any questions about this Agreement, the practices of this Site, or your dealings with this Website, please contact us at:
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