Effective Date: July 26, 2021
BY ACCESSING, USING THE SOFTWARE AND/OR SIGNIFYING YOUR ACCEPTANCE TO THESE TERMS OF SERVICE, YOU AGREE TO THE TERMS OF THIS AGREEMENT AS AND/OR ON BEHALF OF THE PERSON/ENTITY LISTED IN THE ACCOUNT CREATION, SIGN UP OR SIMILAR FORM (“REGISTRATION FORM”), THE ACCOUNT OWNER AND THE PRACTICE. YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THE ACCOUNT OWNER AND THE PRACTICE TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE AND DO NOT HAVE THE AUTHORITY AS PROVIDED HEREIN, YOU MAY NOT AND SHALL NOT ACCESS, OR USE THE SERVICE (AS DEFINED IN THESE TERMS OF SERVICE).
1. Welcome to Workee
These terms of service outline the rules and regulations for the use of Workee's Website. These Terms of Service (“Agreement” or “Terms of Service”) are a binding contract between the Account Owner(s) (as defined below) (referred to herein as “Client”, “You” “you”, “your” or “Your”) and UAB Workee (referred to herein as “Workee” or “Us” or “We”). The Terms of Service shall govern Your and the Team Members’ use of the Service, and Your and the Team Members’ rights and obligations with respect to User Data that placed in the Service, and associated Intellectual Property Rights thereto, as well as your creation of an account through which You and the Team Members will access the Service (hereinafter an “Account”) for use in connection with the Service. By accessing, using, subscribing, purchasing, or downloading the Service, or any goods, materials, or content from the Website, You agree to, and ensure that all who access the Service through Your account, follow and be bound by the following terms and conditions and any other terms and conditions embodied in any other agreements you enter into with Us. If you do not agree with the Terms of Service, neither You nor the Team Members may use the Website or the Service.
2. Verification for Workee
By accepting these Terms of Service in connection with an Account, the person acknowledging agreement or assenting to these Terms of Service represents that they are at least 18 years of age, or the legal age of majority where in the place of residence if that jurisdiction has an older age of majority, and has the legal authority to contractually agree to these Terms of Service on behalf of the Account Owner. You are responsible for the security of any account verification information, such as user names and passwords, including without limitation your Users’ user names and password. You agree that any Users who are under 13 years old require their parent or legal guardian’s consent to collect their User Data or for their use of the Service, which consent you and the Account Owner are responsible for obtaining, prior to the use by such User of the Service.
3. Establishing an Account
You must establish an Account with Workee to use the Service. You agree to provide accurate, current, and complete information about You and the individual who establishes the Account (“Registration Data”) as prompted by the Registration Form and as required to be added in the “Settings” or other page on the Website, and to use the Account management tools provided to keep your Registration Data accurate, current and complete. Workee will designate You as the Account Owner and assign an account name (your “Account Name”). You must each choose a user name to identify yourselves under the Account Name.
4. Responsibility for Use of Account
You, as the Account Owner, are responsible for all activities conducted through your Account, and you are responsible for all activities conducted through your user name and are responsible for Users to whom you grant access to your Account, including your clients and those you authorize to access your Account on behalf of yourself, or clients or patients. In the event that fraud, violation of law, regulation or rule, or conduct that violates these Terms of Service occurs (whether by you or someone else) that is in any way connected with your Account, we may suspend or terminate your use of the Service and you shall be financially responsible to Workee for the consequences of such use.
5. Selection and Use of Account Password
At the time Your Account is created, You must select a password. You are responsible for maintaining the confidentiality of Your password and are responsible for any damages, claims, losses or other harm resulting from Your disclosure of Your password, authorization of the disclosure of Your password, or any person’s use of Your password or Your Account and those who gain access to your Account or Account Name. At no time should you respond to an online request for a password other than in connection with the log-on process to the Service. Your disclosure of Your password to any other person is at your own risk.
6. Modification of Service
Workee reserves the right to add, modify, discontinue or eliminate aspect(s), features or functionality of the Service from time to time for any reason including without limitation for purposes of compliance with applicable laws and regulations, to effect improvements in security and functionality, to correct errors, or for any other purposes, at its sole discretion.
8. No Responsibility for Acts of Omissions of Third Party Websites
9. Your Rights and Obligations with Respect to User Data
In connection with User Data you upload or submit to or which is created by the Service, you affirm, represent, and warrant that you own or have all necessary Intellectual Property Rights, licenses, consents, and permissions to use and authorize Workee to use, retain, copy, and process the User Data in the Service and as contemplated by this Agreement. You agree that by uploading or submitting any Content to or through the Service, and permitting Your Users (including without limitation clients) to upload any Transaction Data into the Service, You hereby automatically at such time grant Workee (and its affiliates) a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, perform and display User Data and Transaction Data (including User Data and Transaction Data that is created, collected or generated by the Service or Workee using the User Data and Transaction Data you submit) solely for the purposes of providing the Service. You agree that the license includes the right to copy, analyze and use any of Your User Data and Transaction Data as Workee may deem necessary or desirable for purposes of debugging, testing, or providing support or development services in connection with the Service and future improvements to the Service. The license granted in this Section is referred to as the “Service Data License.” You also acknowledge that the Service Data License granted to Workee with respect to Your content will survive the termination of your Account to permit Workee: (i) to retain server copies of particular instances of Your User Data, including copies stored in connection with back-up, debugging, and testing procedures; and (ii) to enable the exercise of the licenses granted in this Section for any other copies or instances of the same User Data that You have not specifically deleted from the Service. You acknowledge that You are responsible for all information and User Data you and those who are under the Account (including without limitation clients, patients and Team Members) input into the Service, including changes made to client or patient progress notes, whether previously locked or unlocked. You hereby acknowledge that the practice of unlocking any previously locked progress notes may be a violation by You and Your Team Members of applicable professional standards and /or applicable law. You also acknowledge and agree that all of your activity within the Service is automatically logged (including into audit logs), including the unlocking and changes to the progress notes, and that such activity may be audited by Account Owners, account administrators, regulators, or others.
10. Interruption of Service
Workee may on occasion need to interrupt or suspend the Service, with or without prior notice, to protect the integrity or functionality of the Service or for maintenance purposes. You agree that Workee is not liable for any interruption or suspension of the Service (whether intentional or not), and You understand that neither You will be entitled to any refunds of fees or other compensation for interruption or suspension of service. Likewise, You agree that in the event of loss of any User Data, we will not be liable for any purported damage or harm arising therefrom.
11. Workee’s Intellectual Property Rights and Limited License Granted to You
Intellectual Property Rights
Workee owns Intellectual Property Rights in and to the Service, except User Data, including the Workee Software, the Websites, and the Servers, and in and to our trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the “Workee Marks”). You understand that such Intellectual Property Rights are apart from any rights You may have in User Data you upload or submit to the Service, as discussed above. You acknowledge and agree that Workee and its licensors own all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, other than with respect to User Data. Except as expressly granted in this Agreement, all rights, title, and interest in and to the Service, except all User Data, and in and to the Workee Marks are reserved by Workee. Copyright, trademark and other laws of the United States and foreign countries protect the Service and the Workee Marks.
Workee hereby grants You a non-exclusive, non-transferable, non-sublicensable, limited, revocable license to access and use the Service specifically as set forth in these Terms of Service and expressly conditioned upon You and Your Account remaining active, in good standing, and in full compliance with these Terms of Service. You agree that you will not (i) allow any person or entity not authorized by Workee to use or access the Software, (ii) attempt to copy any ideas, features, functions or graphics contained in the Service; (iii) use the Workee Software in the operation of a service bureau, an application service provider or for any other purpose intended to benefit a party other than You, (iv) alter or modify the Workee Software, (v) sell, assign, sublicense, rent, lease or otherwise transfer the Workee Software or any rights in connection therewith, or (vi) attempt to translate, disassemble, decompile, reverse assemble, reverse engineer all or any part of the Service or otherwise attempt to derive the source code for the Software.
Feedback and other Input.
You may provide suggestions, ideas and/or feedback (collectively, “Feedback”) to Workee or in the use of the Service or Website regarding Workee Website, products or Service. You agree that Workee will be free to use, irrevocably, in perpetuity and for any purpose, all Feedback provided to it by You is assigned to Workee. The foregoing grant of rights is made without any duty to account to You or to any of the foregoing persons or entities for the use of such Feedback.
12. Professional Website Service
Professional Website Service
Your Professional Website Domain Name.
When You create a Professional Website, You may use the clientname.workee.net domain hosted by Workee.
By submitting content to publish on Your Professional Website, You grant Workee a world-wide, royalty-free, non-exclusive license to reproduce, modify, adapt, and publish Your content solely for the purpose of displaying, distributing and promoting Your Professional Website. This license also allows Workee to make any publicly-posted content available to third parties selected by Workee so that these third parties can analyze and distribute (but not publicly display) the content through their services.
Other than the content you license from us, You own the content published on your Professional Website, and You are entirely responsible for any harm resulting from the content published on your Professional Website. You are responsible for ensuring that the content You publish is accurate, up to date, and legally compliant, and does not infringe any other’s Intellectual Property Rights and You are solely responsible for instructing us on what content to publish and modify. If You instruct us to delete content, we will use reasonable efforts to remove it from public view, but You acknowledge that caching or references to the content may not be made immediately unavailable. While we do not regularly review or revise the content You choose to publish on Your Professional Website, we reserve the right to remove any content that, in our discretion, violates these Terms of Service. Without limiting the restrictions in the foregoing, materials you post to Your Professional Website may not contain URLs or links to websites that compete with the Service or any partner of Workee; or URLs or links linking to or redirecting any payment, gateway, e-commerce, processor or other website or portal that facilitates issuing of invoices by You and/or payments to You.
If you choose to publish testimonials on your Professional Website, You are responsible for obtaining the necessary consent from the individual (e.g., your client, patient, or colleague) prior to publishing the testimonial on your Professional Website.
We may use a third party, to measure your Professional Website’s audience and usage. By hosting Your website through Workee, You agree to assign the traffic relating to Your Professional Website to Workee and authorize us to engage with the third party on your behalf for third party audience measurement reports. You understand that Your Professional Website will not receive credit for traffic in these reports, and You must not assign Your website’s traffic to any other party.
You agree to not use the Professional Website service in a manner that violates these Terms of Service, and in particular, Section 18 (Prohibited Conduct While Using the Service) of these Terms of Service.
We will not place any ads content on your website. You will be also unable to put any other information to you website that is not predicted by the Workee.
Attribution; Legal Terms.
We reserve the right to display attribution text or links in Your Professional Website footer or toolbar, attributing Workee or the theme author, for example. We also reserve the right to require you to display legal terms that protect Workee. These attributions and legal terms may not be altered or removed.
Workee offers a Professional Website service that enables You to create and publish a website for your online work. By creating a Professional Website, You understand and agree to the following:
13. Prohibited Conduct While Using the Service
You agree that You will not:
- Post, display or transmit information or data, User Data, or Transaction Data, including the unauthorized use of any payment method, that violates any law, regulation or rule, or the rights of any third party including without limitation Intellectual Property Rights;
- Impersonate any person or entity without their consent, or otherwise misrepresent your affiliation;
- Post or transmit viruses, Trojan horses, worms, spyware, time bombs, cancelbots, or other computer programming routines that may harm the Service or interests or rights of other users, or that may harvest or collect any data or personally identifiable information about other users without their consent;
- Engage in malicious, disruptive or other conduct that impedes or interferes with other Users’ normal use of the Service;
- Attempt to gain unauthorized access to any other User’s Account, password or User Data, or allow more than one person to use an Account.
- You agree that You will not upload, publish, or submit to any part of the Service any User Data that is protected by Intellectual Property Rights or otherwise subject to proprietary rights, including trade secret or privacy rights, unless You or Users are the owner of such rights or have permission from the rightful owner to upload or submit the User Data and to grant Workee all of the license rights granted in this Agreement. You agree that Workee will have no liability for, and You agree to defend (at Workee’s option), indemnify, and hold Workee harmless for, any claims, losses or damages arising out of or in connection with Your use of any User Data.
14. Violation of Terms of Service
Any violation by You, Your Team Members or Users of these Terms of Service may result in immediate suspension or termination of your Account without any refund or other compensation at Workee’s option.
You agree not to hold Workee liable for the Content, actions, or inactions of You or other Users of the Service or of other third parties. As a condition of access to the Service, you release Workee (and its officers, directors, shareholders, agents, subsidiaries, and employees) from claims, demands, losses, liabilities and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute You have or claim to have with one or more other users of the Service or with other third parties, including whether or not Workee becomes involved in any resolution or attempted resolution of the dispute. If You are a California resident, You waive California Civil Code Section 1542 (as may be amended). The statute currently provides: “A general release does not extend to claims that the creditor or the releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or release party.” If You are a resident of another jurisdiction, You waive any comparable statute or doctrine.
16. Disclaimer of Express and Implied Warranties
WORKEE PROVIDES THE SERVICE, INCLUDING WITHOUT LIMITATION THE SOFTWARE, THE WEBSITES, THE SERVERS, PROFESSIONAL WEBSITE SERVICES, AND YOUR ACCOUNT, STRICTLY ON AN “AS IS” BASIS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, WRITTEN OR ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NO VALUE, EITHER EXPRESS OR IMPLIED, IS GUARANTEED OR WARRANTED WITH RESPECT TO ANY CONTENT. NOTWITHSTANDING ANY INTELLECTUAL PROPERTY RIGHTS YOU MAY HAVE IN YOUR USER DATA OR ANY EXPENDITURE ON YOUR PART, WORKEE AND YOU EXPRESSLY DISCLAIM ANY COMPENSABLE VALUE RELATING TO OR ATTRIBUTABLE TO ANY DATA RELATING TO YOUR ACCOUNT RESIDING ON WORKEE’ SERVERS. YOU ASSUME ALL RISK OF LOSS FROM USING THE SERVICE ON THIS BASIS. Workee does not ensure continuous, error-free, secure or virus-free operation of the Service, the Software, the Websites, the Servers, Professional Website Services, or your Account, and You understand that You shall not be entitled to refunds or other compensation based on Workee’s failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to You.
17. Limitation of Liability
IN NO EVENT SHALL WOKREE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, EQUITY OWNERS, MANAGERS, SUBSIDIARIES, AGENTS OR LICENSORS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, RELIANCE, PUNITIVE OR EXEMPLARY DAMAGES OR DISGORGEMENT OR COMPARABLE EQUITABLE REMEDY, INCLUDING WITHOUT LIMITATION ANY DAMAGES FOR LOST DATA OR LOST PROFITS, ARISING (WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE) OUT OF OR IN CONNECTION WITH THE SERVICE (INCLUDING ITS MODIFICATION OR TERMINATION), THE WORKEE SOFTWARE, THE WEBSITES, THE SERVERS, YOUR ACCOUNT (INCLUDING ITS TERMINATION OR SUSPENSION) OR THIS AGREEMENT, WHETHER OR NOT WORKEE MAY HAVE BEEN ADVISED THAT ANY SUCH DAMAGES MIGHT OR COULD OCCUR AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN NO EVENT WILL WORKEE CUMULATIVE LIABILITY TO YOU EXCEED THE GREATER OF ONE HUNDRED FIFTY DOLLARS (U.S. $150.00). Some jurisdictions do not allow the foregoing limitations of liability, so to the extent that any such limitation is found to be impermissible, such limitation may not apply to You.
18. Suspension and Termination of Accounts
You may terminate this Agreement by closing your Account at any time for any reason. Subject to Workee’s obligations, in such event, Workee shall have no further obligation or liability to You under this Agreement or otherwise. If you suspend Your Account, then the Account will be deemed terminated. In addition, Workee may suspend or terminate Your Account, without notice, for breach if You violate this Agreement, or any terms regarding payment of required fees and charges due under this Agreement. Workee may, at its sole discretion, provide you a grace period prior to termination, in the event of a breach or Your failure to pay fees and charges, without waiving its rights hereunder to terminate immediately upon such events. We may suspend or terminate Your Account if we determine in our discretion that such action is desirable for any reason, or advisable to comply with applicable legal requirements, or to protect the rights or interests of Workee or any third party. Under no circumstances, will you will be entitled to compensation or a refund for any interruption, suspension or termination, and You acknowledge Workee will have no liability to You or Users in connection with any interruption, suspension or termination.
19. Force Majeure
We shall not be liable for any delay in performing or failure to perform any obligation (including to action any alteration or cancelation) due to any case beyond our reasonable control including lock-outs, strikes, shortages of personnel, labour disputes, war, riot, act of God, civil commotion, terrorism, malicious damage, threats to safety, compliance with any law or governmental order, rule, regulation or direction, accident, environmental contamination, pandemic outbreak of disease, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining workmen, materials, goods or raw materials in connection with the performance of this agreement. In the case of cancellation by the Client or Workee due to Force Majeure we will not be able to refund cancellations.
If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected. This agreement is governed by the laws of England and the parties submit to the exclusive jurisdiction of the English Courts.