Nowsta Terms of Use Agreement

This Nowsta Terms of Use Agreement (this “Agreement”) applies to the services and information (collectively, the “Services”) that Nowsta, Inc. (“Nowsta,” “we,” “our,” or us”) provides to you through our platform (the “Platform”). PLEASE READ THIS DOCUMENT CAREFULLY BEFORE YOU ACCESS OR USE THE PLATFORM. BY ACCESSING, USING, OR REGISTERING WITH THE PLATFORM (BY CLICKING THE “I ACCEPT” OR SIMILAR 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, PLEASE DO NOT ACCESS OUR PLATFORM OR REGISTER TO PARTICIPATE IN OUR SERVICES.

1. SCOPE
This Agreement applies to any user of the Platform and the Services (collectively, “you”), including (i) employers who register with us to use the Platform and to otherwise participate in the Services (“Registered Employers”), and (ii) individual staff members who register with us to use the Platform in connection with their services to Registered Employers and to otherwise participate in the Services (“Registered Staff”). The Registered Staff and Registered Employers are collectively referred to as “Registered Users”.
This Agreement governs (i) your use of the Platform; (ii) your receipt of and participation in the Services; (iii) your submission of, as applicable, 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 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”).
2. ACCEPTANCE; AUTHORITY TO CONTRACT
2.1. Your Acceptance.
This Agreement governs your use of the Platform. Please read this Agreement carefully as it imposes legal obligations on you and us. By accessing and using our Platform, you acknowledge and agree to be legally bound by this Agreement. In addition, for certain activities on the Platform (for example, during your registration) we may further confirm your consent by asking you to click an “I accept” or similar button. If you do not agree with this Agreement, please refrain from using the Platform or any of the Services.
2.2. Authorized Employer Representative.
The term “Authorized Employer Representative” means an agent of the organization on whose behalf you are registering (i.e., the Registered Employer), 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. 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. 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. THIS AGREEMENT (AND, IF APPLICABLE, YOUR OTHER WRITTEN AGREEMENTS WITH US) AND ANY ORDER FORM(S) TOGETHER FORM A BINDING LEGAL AGREEMENT.
3. SAAS SERVICES AND SUPPORT
3.1. Subscription. A subscription allows an authorized user to access the Services. A subscription may be purchased or procured through the Services interface, or in some cases, via an order form entered into between you and us (each, an “Order Form”).
3.2. Registration. As part of the registration process, each Registered Employer will identify an administrative user name and password for such Registered Employer’s Nowsta account. Nowsta reserves the right to refuse registration of, or cancel passwords it deems inappropriate. 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.
3.3. Technical Support. Subject to the terms hereof, Nowsta will provide reasonable technical support services in accordance with Nowsta’s standard practice.
4. GRANT OF RIGHTS
4.1. Grant of Rights to Registered Staff. As Registered Staff, 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 Staff without permission. You may access and view certain other password-protected areas for use solely in conjunction with the Services and as provided in this Agreement, and you may not modify, copy, distribute, or use the Nowsta Content or Services available on the Platform other than as expressly permitted by us.
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. You may access and view certain other password-protected areas, for use solely in conjunction with the Services and as provided in this Agreement, and you may not modify, copy, distribute, or use the Nowsta Analytics, Nowsta Content, or Services available on the Platform other than as expressly permitted by us. Moreover, you may not, without permission, access, view, or modify the information of other Registered Employers or Registered Staff profiles for individuals not employed by your organization.
4.3. Duration of Rights. During the Term, you will continue to enjoy your rights under Sections 4.1 (Grant of Rights to Registered Staff) and 4.2 (Grant of Rights to Registered Employers), unless your use privileges are 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 Profile under this grant.
4.5. Grant of Rights to Nowsta in Submitted Content. By completing our template, uploading files, or otherwise providing us with Submitted Content (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. In submitting Submitted Content, you warrant that you have sufficient authority and rights to submit such Submitted Content, and provide these use rights to us.
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. Right to Decline Submitted Content. We expressly reserve the right to refuse to use (or to disable) any Submitted Content that we conclude, in our sole discretion, violates this Agreement, or is incompatible with the purposes of the Platform.
4.8. Nowsta Ownership; Reservation of Rights. The information, software, artwork, text, video, audio, pictures, trademarks, trade dress, and other intellectual property embodied in the Platform and any other 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.
4.9. 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 Users shall be responsible for maintaining a backup version of their User Data and Nowsta shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data.
4.10. Customer Reference. Registered Employer acknowledges and accepts that Nowsta has the right to use Registered Employer’s name and logo to identify Registered Employer as a customer of Nowsta or user of the Services, on Nowsta’s website, marketing materials or otherwise by public announcements. Registered Employer may revoke such right, at any time, by contacting support@nowsta.com.
5. RESTRICTIONS AND RESPONSIBILITIES
5.1. Restrictions. By using the Platform, you agree to follow our Code of Conduct, which is set out below. Under this Code of Conduct, you shall not:
• Use the Platform or Services for purposes that are unlawful, obscene, harmful, hateful, invasive of the privacy of others, objectionable, or otherwise prohibited by this Agreement.
• Use the Platform or Services in a manner that could disable, overburden, or impair the Platform or Services or interfere with another party’s use and enjoyment of the Platform or Services, such as through sending “spam.”
• Reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Platform or Services, documentation, or data related to the Platform or Services.
• Seek to obtain access to the Platform or Services, materials, accounts, or information through hacking, data harvesting, data mining, or through other means we have not intentionally made available to you through the Platform or Services.
• Infringe Nowsta’s or any third party’s copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy.
5.2. Export; Commercial Items. Further, you may not remove or export from the United States or allow the export or re-export of the Platform or Services or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Platform and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
5.3. Compliance with Policy. You represent, covenant, and warrant that you will use the Services only in compliance with Nowsta’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations.
5.4. Equipment. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform or the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You shall also be responsible for maintaining the security of the Equipment, your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.
6. MONITORING; REVOCATION OR SUSPENSION OF USE PRIVILEGES
You agree that we have the right and discretion to monitor any activity and content associated with our Platform and Services. We may investigate any reported violation of this Agreement or complaints relating to the Platform and Services, and may take any action that we believe is appropriate including, but not limited to, removing materials and terminating/suspending your access to the Platform or applicable Services.
7. CONFIDENTIALITY BETWEEN REGISTERED EMPLOYER AND NOWSTA
7.1. Confidential Information. The term “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.
7.2. 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.
7.3. 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.
7.4. 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.
7.5. Usage Data. Notwithstanding anything to the contrary, Nowsta shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning User Data and data derived therefrom) (collectively, “Nowsta Analytics”), and Nowsta will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Nowsta offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein. No compensation will be paid by Nowsta with respect to its use of the Nowsta Analytics.
8. LINKS TO THIRD-PARTY SITES
The Platform may contain links or produce search results that reference links to third party websites (collectively “Linked Sites”). Nowsta has no control over 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 Platform to search for or link to another site, you agree and understand that such use is at your own risk.
9. PAYMENT OF FEES
9.1. Fees. Registered Employers will pay Nowsta the then-applicable fees described in the Order Form or at the Services interface “check-out” for the applicable billing plan in accordance with the terms herein (the “Fees”). Please refer to your account page for a description of the pricing methodology that we use to calculate the Fees based on the applicable billing plan. If Registered Employer’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), you will be billed for such usage and you hereby agree to pay the additional fees in the manner provided herein. Nowsta reserves the right to change the Fees, our pricing methodologies, or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or the then current renewal term. If Registered Employer believes that Nowsta has billed you incorrectly, you must contact Nowsta no later than thirty (30) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Nowsta’s customer support department.
9.2. Payment; Taxes. Registered Employer agrees to maintain a valid credit card on file for billing purposes. Nowsta may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Nowsta ten (10) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Registered Employer shall be responsible for all taxes associated with Services other than U.S. taxes based on Nowsta’s net income.
10. TERM AND TERMINATION
10.1. Term. Subject to earlier termination as provided below, this Agreement is for the “Initial Service Term” as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either Registered Employer or Nowsta requests termination at least thirty (30) days prior to the end of the then-current Term. For the avoidance of doubt, the “Term” of this Agreement for Registered Staff is the same Term as the applicable Registered Employer to which such Registered Staff provides services.
10.2. Termination. Nowsta may terminate this Agreement immediately and without notice in the case of (i) nonpayment by a Registered Employer, or (ii) a violation of this Agreement by a Registered Staff. Registered Employer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Nowsta will make all applicable User Data available to Registered Employer for electronic retrieval for a period of thirty (30) days, but thereafter Nowsta may, but is not obligated to, delete stored User Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. When this Agreement is terminated as between Nowsta and a Registered Employer, this Agreement also terminates as to all Registered Staff of such Registered Employer, except such Registered Staff also providing services to a Registered Employer with respect to which this Agreement has not been terminated.
11. WARRANTY AND DISCLAIMER
11.1. Disclaimer of Nowsta Warranties. Nowsta shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Nowsta or by third-party providers, or because of other causes beyond Nowsta’s reasonable control, but Nowsta shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, NOWSTA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND NOWSTA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT.
11.2. Representations and Warranties. You represent and warrant that (i) you have neither falsely identified nor provided any false information to gain access to the Platform and that, for Registered Employers, your billing information is correct, and (ii) the Submitted Content you submit 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.
11.3. 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.
12. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, (I) EXCEPT FOR BODILY INJURY OF A PERSON, NOWSTA AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY MATTER BEYOND NOWSTA’S REASONABLE CONTROL; OR (C) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES YOU PAID TO NOWSTA FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY; AND (II) NEITHER PARTY SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER, EVEN IF THE PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.
13. 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.
14. COVID-19 FEATURE WARRANTY, DISCLAIMER, LIMITATION OF LIABILITY, AND INDEMNIFICATION
14.1. Disclaimer of Nowsta Warranties: COVID-19 Features. In addition to all disclaimers of warranties contained herein, Nowsta specifically states that NOWSTA DOES NOT WARRANT THAT THE RESPONSES PROVIDED BY ANY REGISTERED USER OR PROSPECTIVE/ACTUAL EMPLOYEE OR CONTRACTOR ANSWERING NOWSTA’S COVID-19 PRE-SHIFT SCREENING FEATURE, OR ANY RELATED FEATURE, ARE ACCURATE, NOR DOES NOWSTA WARRANT THAT SUCH RESPONSES ARE SUFFICIENT TO MAKE DETERMINATIONS RELATING TO COVID-19 PROCEDURES. FURTHER, NOWSTA DOES NOT WARRANT THAT THOSE RESPONSES PROVIDED BY ANY USER TO A REGISTERED EMPLOYER’S PRE-SHIFT COVID-19 QUESTIONNAIRE ADHERE TO ANY SPECIFIC LOCAL, STATE, OR FEDERAL STATUTE, RULE, REGULATION, PROCEDURE, POLICY, GUIDELINE, OR SIMILAR IMPLEMENTATION RELATIVE TO DETERMINATIONS OF LABOR, EMPLOYMENT, HEALTH, OR SAFETY OF REGISTERED EMPLOYER’S EMPLOYEES, CONTRACTORS, STAFF, CUSTOMERS, VENDORS, OR ANY OTHER INDIVIDUAL. NOWSTA MAKES NO REPRESENTATION TO THE REGISTERED EMPLOYER OR REGISTERED USER OF ANY LOCAL, STATE, OR FEDERAL STATUTE, RULE, REGULATION, PROCEDURE, POLICY, GUIDELINE, OR SIMILAR IMPLEMENTATION RELATIVE TO DETERMINATIONS OF LABOR, EMPLOYMENT, HEALTH, OR SAFETY
14.2. Representations and Warranties. You represent and warrant that you shall consult your local, state, and federal guidelines relative to COVID-19 statutes, rules, regulations, procedures, policies, and guidelines, whether in the context of employment decisions or health and safety matters. You further represent and warrant that any and all decisions made by you, whether related to labor, employment, health, safety, or otherwise, shall be made solely within your own discretion, and that the information provided to you by Nowsta from the COVID-19 pre-shift screening functions is used solely for the intended purposes of screening of employees for COVID-19, and any action on your part deriving therefrom rests solely with you. You further represent, warrant, and acknowledge that, other than the information supplied by Registered Users through the COVID-19 pre-shift screening functions, Nowsta has made not representations as to the veracity of the provided information, nor any representations on the sufficiency of such screening in the context of adherence by you to COVID-19 labor, employment, health, and safety requirements of your local, state, and federal authorities.
14.3. Limitation of Liability of Nowsta. In addition to all limitations of liability contained herein, and notwithstanding anything to the contrary, NOWSTA AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, REPRESENTATIVES, CONTRACTORS, AGENTS, AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER RELATING TO OR ARISING FROM THE USE OF NOWSTA’S PRE-SHIFT COVID-19 SCREENING FEATURE, OR ANY RELATED FEATURE OR YOUR ACTIONS RESULTING FROM THE RESPONSES PROVIDED THEREFROM, INCLUDING BUT NOT LIMITED ANY CLAIM, CAUSE OF ACTION, ALLEGATION, OR OTHERWISE RELATING TO THE SUFFICIENCY OF THE INFORMATION PROVIDED, THE VERACITY OF THE INFORMATION PROVIDED, THE ACTIONS AND DECISIONS MADE BY YOU FOLLOWING THE PROVISION OF THE INFORMATION, OR ANY RESULTING MATTERS, INCLUDING WITHOUT LIMITATION THOSE MATTERS WHICH CONCERN LABOR, EMPLOYMENT, HEALTH, SAFETY, OR OTHER LIABILITY ARISING FROM YOUR USE OF NOWSTA’S COVID-19 PRE-SHIFT SCREENING FEATURE OR ANY MATTER RELATING TO COVID-19, WHETHER SUCH CLAIMS, CAUSES OF ACTION ALLEGATIONS, OR OTHERWISE ARE AT LAW OR IN EQUITY, ALONG WITH ALL CLAIMS OF DAMAGES RELATING THERETO.
14.4. Indemnity. You agree to defend, indemnify, and hold Nowsta and its subsidiaries, affiliates, officers, directors, representatives, contractors, agents, and employees harmless from any third party, including but not limited to registered users, any individual providing responses through Nowsta’s Pre-Shift COVID-19 Screening Features, and any other third party, whether your employee, customer, or otherwise, including reasonable attorney’s fees, which may arise from your use of Nowsta’s Pre-Shift COVID-19 Screening Features, or any matter resulting therefrom or relating thereto, including without limitation, those matters relating to your failure to adhere to the terms of this agreement or to operate in accordance with local, state, and federal statutes, rules, regulations, procedures, policies, and guidelines relating to labor, employment, health, and safety.
15. MISCELLANEOUS. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sub-licensable by you except with Nowsta’s prior written consent. Nowsta may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers must be in a writing signed by both parties, except as otherwise provided herein. We may modify and change this Agreement from time to time. We will not “retroactively” change this Agreement, and any modifications we make shall take effect proactively, once you next access the Platform. You may not modify this Agreement unless we agree to such modification in writing. Please feel free to retain a copy of this Agreement for your records. Feel free to retain a copy of this agreement to you records. Please be advised that, as this Agreement is modified and changed over time, you should check the website and these Terms of Use. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Nowsta in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. You agree to reasonably cooperate with Nowsta to serve as a reference account upon request. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws provisions that would result in the application of another law.