Nowsta Terms of Use Agreement

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.

This Terms of Use Agreement (the “Agreement”) applies to any user of the Platform (collectively, “you”), including (i) individual employees who use the Platform in connection with their employment with Employer Users, and to otherwise participate in the Services (“Registered Employees”), and (ii) employers who use the Platform in connection with scheduling, timekeeping, payroll, and other workforce management services, and to otherwise participate in the Services (“Registered Employers”). The Registered Employees and Registered Employers who are registered with the Platform are collectively referred to as Registered Users (“Registered Users”). The terms “Nowsta,” “we” and “us” refer to Nowsta, Inc.

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 user-friendly desktop and web-based portal where Registered Employers can go to upload and update employee information, manage scheduling, timekeeping, payroll, and utilize other workforce management services.

2.2. For Registered Employees. The Platform is designed to provide a user-friendly mobile application where Registered Employers can go to manage their profiles, including updating their personal information, availability to work, and timekeeping for time worked. Additionally, Registered Employees may have the ability to request an advance payment for wages already earned.

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 de-identified form related to use of the Platform by Registered Users (“Nowsta Analytics”). No compensation will be paid by Nowsta with respect to its use of the Nowsta Analytics.

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 password-protected access to the Platform. You may not access, view or modify the Profiles of other Registered Employees. You may access and view certain other password-protected areas, such as the timekeeping feature and payroll advance request feature for use solely in conjunction with the Services and as provided in this Agreement, and you may not modify, copy, distribute, or otherwise use the Nowsta Content or Services available on the Platform.

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 password-protected areas, such as available Nowsta Analytics, for use solely in conjunction with the Services and as provided in this Agreement, and you may not modify, copy, distribute, or otherwise use the Nowsta Analytics, Nowsta Content or Services available on the Platform. You may not access, view or modify the information of other Registered Employers or Registered Employee Profiles for individuals not employed by your organization.

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.

4.8. Right to Decline Submitted Content. We expressly reserve the right to refuse to use (or to disable) any Consumer Content or Provider Content that we conclude, in our sole discretion, violates this Agreement or our Privacy Policy, or is incompatible with the purposes of the Website.

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:

  • Access the Platform and Services to develop or implement a product or service that will act as a substitute for or otherwise compete with the Platform or Services.
  • Upload, email or otherwise transmit any images or other Submitted Content that is unlawful, obscene, harmful, hateful, invade the privacy of any third party, contain nudity or pornography, or are otherwise objectionable.
  • Disseminate materials that impact or invade the privacy of others, such as photographs, video clips, sound recordings, personally identifiable information, or other materials that reveal personal, private or sensitive information about another person, without that person’s consent.
  • Submit material that is intentionally false, defamatory, unlawfully threatening, or unlawfully harassing.
  • Infringe any third party's copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy. Electronic materials – such as music, videos, games, images, and text in electronic form-- can easily be copied, modified and sent over networks (such as the Internet). These electronic materials are thus extremely vulnerable to unauthorized distribution and copyright infringement. These materials may not be transmitted over the Website without the copyright owner's permission, or without a legitimate "fair use" justification for the transmittal.
  • Transmit materials that contain any viruses, Trojan horses, worms, time bombs, cancelbots, or othercomputer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
  • Use the Platform to artificially generate traffic or page links to a website or for any other purpose not expressly allowed under this Agreement.
  • Use the Platform in a manner that could disable, overburden, or impair the Platform or Services or interfere with any other party's use and enjoyment of the Platform and Services, such as through sending "spam" email.
  • Use the Platform to test or reverse engineer the Platform in order to find limitations, vulnerabilities or to evade filtering capabilities.
  • Seek to obtain access to any materials or information through "hacking," "data harvesting," or through other means we have not intentionally made available to you through the Platform.
  • Use the Platform for any purpose that is unlawful or prohibited by this Agreement. For example, you will not use the Platform to violate any law, statute, or regulation (including, without limitation, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising).

6. Monitoring; Revocation or Suspension of Use Privileges. We reserve the right at any time to (i) monitor your use of the Platform, (ii) terminate or suspend your use of some or all of the Services if you engage in activities that we conclude, in our discretion, breach our Code of Conduct or otherwise violate this Agreement or our Privacy Policy, and (iii) to take other actions we deem necessary to protect our community of users and our resources. Although we have no – and assume no – obligation to monitor activities on our Platform, please understand that we may employ filters designed to detect and block the transmission of messages and other content that conflict with our Code of Conduct. Due to this monitoring, you cannot expect that communications through our Platform will remain "private" or otherwise free of our review. Please refer to our Privacy Policy for a precise statement concerning your expectations of privacy.

Users should also understand that our Code of Conduct is based in many instances on principles of applicable law. Users who violate our Code of Conduct accordingly may be exposed under these laws to criminal charges, and civil liability to harmed parties for compensatory damages and attorney's fees. Nowsta reserves the right at all times to disclose information it deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, consistent with its Privacy Policy.

7.Links to Third-Party Sites. The Platform may also contain links or produce search results that reference links to third party websites (collectively "Linked Sites"). Nowsta has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions, or materials available on Linked Sites. Nowsta does not endorse the content of any Linked Site, nor does Nowsta warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device. By using the Website to search for or link to another site, you agree and understand that such use is at your own risk.

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 opt-in and agree to payment of the fee before enabling you to access the relevant Service or feature. Nowsta is entitled to increase the fees it charges. You will be notified of any fee increases the next time you access the relevant Service or feature.

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 computer-programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.

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 ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES OR PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES OR PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (D) ERRORS OR DEFECTS WILL BE CORRECTED, OR (E) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES OR PLATFORM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND PLATFORM ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY NOWSTA AND ITS LICENSORS. YOU EXPRESSLY AGREE THAT USE OF THE NOWSTA PLATFORM AND RELATED SERVICES AND CONTENT IS AT YOUR SOLE RISK.

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 one-month terms (each, a “Renewal Term”) until Registered User’s account is terminated by either party. Either party may terminate this Agreement at any time upon fifteen (15) days prior written notice to the other party.

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.

18.General. This Agreement shall be governed in all respects by the laws of the State of New York without giving effect to its conflicts of law provisions. Both parties submit to the personal jurisdiction of and venue in the state and federal courts in the State of New York in the judicial district where Nowsta has its principal place of business. The parties further agree that any cause of action arising under this Agreement or our Privacy Policy shall exclusively be brought in such courts. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. Nowsta’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Nowsta and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.

19. Survival. The following provisions shall survive the termination of this Agreement and shall apply indefinitely:

  • Section 4.10 (Nowsta Ownership; Reservation of Rights)
  • Section 11 (Representations and Warranties)
  • Section 11 (Warranty Disclaimer)
  • Section 13 (Limitation of Liability)
  • Section 14 (Indemnity)
  • Section 17 (Assignment)
  • Section 18 (General)
  • Section 19 (Survival)

20.Relationship to Privacy Policy and Other Contracts. This Agreement must be read in conjunction (i) with other agreements into which you may enter concerning the Website, and (ii) with our Privacy Policy. The provisions of our Privacy Policy are incorporated herein. To the extent this Agreement conflicts with the terms of our Privacy Policy, the terms of our Privacy Policy will control. Similarly to the extent this Agreement conflicts with the terms and conditions of any specific agreement you enter with us, the terms and conditions of such specific agreement will control.

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:

support@nowsta.com

Nowstapay bank services are provided by Evolve Bank, Member FDIC, through our banking software provider, SynapseFI. To report a complaint relating to the bank services, email help@synapsefi.com. See our partner SynapseFI's terms at https://synapsefi.com/legal.

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