User Terms of Sevice
End User Terms of Service Effective Date: 29 January 2021
These End User Terms of Service (the “User Terms”) govern your access and use of Taskworld’s internal communication, workplace productivity, and collaboration tools and platform (the “Services”). Please read them carefully. If an organization or other third party that we refer to in these User Terms as “Customer” has authorized you to access and use the Services, these User Terms apply to you as an end-user of the Services.
These User Terms constitute a legally binding agreement between you, the user (“You,” “your” or “User”), and the applicable Taskworld entity (as defined in section 13) (“We,” “us” or “Taskworld”). If you access or use the Services or continue accessing or using the Services after being notified of a change to the User Terms, you confirm that you have read, understand, and agree to be bound by these User Terms.
1- Eligibility. You must be at least 18 years of age to use the Service. By agreeing to these User Terms, you represent and warrant to us: (i) that you are at least 18 years of age; (ii) that you have not previously been suspended or removed from the Service; and (iii) that your registration and your use of the Service is in compliance with any and all applicable laws and regulations.
2- Account Registration. To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself (such as your name, e-mail address, or other contact information). You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org.
3- Customer. The Customer has separately agreed to our Customer Terms of Service or entered into a written agreement with us (in either case, the “Customer Agreement”) that permits the Customer to grant the right to use the Services to Customer's employees, consultants, contractors, and agents (each invitee granted access to the Services, including you, is an "Authorized User"). As between Customer and us, you agree that it is solely Customer’s responsibility to (a) inform you and any Authorized Users of any relevant customer policies and practices and any settings that may impact the processing of User Content (as defined below); (b) obtain any rights, permissions or consents from you and any Authorized Users that are necessary for the lawful use of User Content and the operation of the Services; (c) ensure that the transfer and processing of User Content under the User Terms are lawful; and (d) respond to and resolve any dispute with you and any authorized user relating to or based on User Content, the Services or customer’s failure to fulfill these obligations.
4- User Content. The Service allows users to create tasks and post other content, including messages, reviews, photos, video, images, folders, data, text, and other types of works (collectively, “User Content”) and to publish User Content on the Service. You acknowledge that the Customer retains copyright and any other proprietary rights in the User Content that you post to the Service.
a- Limited License Grant to Taskworld.
- By posting or publishing User Content, you grant Taskworld a worldwide, non-exclusive, royalty-free right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, and modify your User Content, in whole or in part, in any media formats and through any media channels (now known or hereafter developed).
b- Limited License Grant to Other Users.
- By posting and sharing User Content with another user of the Service, you hereby grant that user a non-exclusive license to access and use such User Content as permitted by these User Terms and the functionality of the Service.
c- User Content Representations and Warranties.
- You are responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you affirm, represent, and warrant that:
- you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize Taskworld and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this section 4 and in the manner contemplated by Taskworld and these User Terms; and your User Content, and use of your User Content as contemplated by these User Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.
d- User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish and will not be in any way responsible or liable for User Content. Taskworld may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these User Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent or objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Taskworld with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to these User Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice.
5- Prohibited Conduct. By using the Service you agree not to:
a- use the Service for any illegal purpose, or in violation of any applicable law;
b- violate, or encourage others to violate, the rights of third parties, including by infringing or misappropriating third party intellectual property rights;
c- post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
d- interfere with security-related features of the Service, including without limitation by (i) disabling or circumventing features that prevent or limit use or copying of any content, or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that such activity is expressly permitted by applicable law;
e- interfere with the operation of the Service or any user’s enjoyment of the Service, including without limitation by (i) uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code, (ii) making unsolicited offers or advertisements to other users of the Service, (iii) attempting to collect, personal information about users or third parties without their consent; or (iv) interfering with or disrupting any networks, equipment, or servers connected to or used to provide the Service, or violating the regulations, policies, or procedures of such networks, equipment, or servers;
f- perform any fraudulent activity including impersonating any person or entity, claiming false affiliations, accessing the Service accounts of others without permission, or falsifying your age or date of birth;
g- sell or otherwise transfer the access granted by these User Terms or any Materials (as defined in section 12 below) or any right or ability to view, access, or use any Materials; or
h- attempt to do any of the foregoing in this section 5, or assist or permit any persons in engaging in any of the activities described in this section 5.
6- Third-Party Services and Linked Websites. Taskworld may provide tools through the Service that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on Taskworld with an account on the third-party service, or through our implementation of third party buttons (such as “like” or “share” buttons). By using these tools, you agree that we may transfer such information to the applicable third-party service. Such third party services are not under our control, and we are not responsible for their use of your exported information. The Service may also contain links to third-party websites. Such linked websites are not under our control, and we are not responsible for their content.
7- Software. The terms of this Section 7 govern your acquisition and use of downloadable software (including mobile applications, tablet applications, and associated media and printed materials, the “Software“) to access and use the Services.
a- Third-Party Accounts. In order to download the Software, you may be required by the third party who is distributing or providing you access to the Software (e.g., Google, Amazon, Apple) (each, a “Distributor“) to create an account. You are solely responsible for maintaining the security of any logins, passwords, or other credentials that you select or that are provided to you to access your account with any Distributor. Your use of any account with a Distributor is subject to any terms, conditions, and policies, including privacy policies, of that Distributor. Taskworld is not responsible for any act or omission of any Distributor.
b- License to the Software. Subject to your compliance with all terms and conditions set forth in these User Terms, Taskworld hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license to download, install, and use the Software (in object code format) for its intended purpose and solely in accordance with the user manuals and written instructions provided by Taskworld and the User Terms. This limited license does not include any right to modify, distribute, prepare derivative works of, or grant sublicenses to use the Software. Furthermore, in order to protect the trade secrets and proprietary know-how contained in the Software, you will not decompile, disassemble, or reverse engineer the Software. Users with paid subscriptions (e.g., a Professional or Enterprise subscription) may have the right to use and access premium features and functionalities of the Service that are not available to users with free subscriptions.
c- Access to the Software. Taskworld does not provide you with the equipment to use the Software. You are responsible for all fees charged by third parties to access and use the Software (e.g., charges by mobile carriers).
8- Termination of Use; Discontinuation and Modification of the Service. If you violate any provision of these User Terms, your permission to use the Service will terminate automatically. Additionally, Taskworld, in its sole discretion, may terminate your user account on the Service or suspend or terminate your access to the Service at any time, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including, without limitation, by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. You may terminate your account at any time by contacting customer service at email@example.com or online in Taskworld app in Account Settings section. If you terminate your account, you will remain obligated to pay all outstanding fees, if any, relating to your use of the Service incurred prior to termination. If you or we terminate your account, you must immediately destroy all copies of the Software and all of its component parts.
b- Additional Terms. Your use of the Service is subject to any and all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to on the Service (the “Additional User Terms“), such as end-user license agreements for any downloadable applications that we may offer, or rules applicable to particular features or content on the Service, subject to section 10 below. All such Additional User Terms are hereby incorporated by reference into, and made a part of, these User Terms.
10- Modification of these User Terms. We reserve the right, at our discretion, to change these User Terms on a going-forward basis at any time. Please check these User Terms periodically for changes. If a change to these User Terms materially modifies your rights or obligations, you will be required to accept such modified terms in order to continue to use the Service. Material modifications are effective upon your acceptance of such the modified User Terms. Immaterial modifications are effective upon publication. For the avoidance of doubt, disputes arising under these User Terms will be resolved in accordance with these User Terms in effect that the time the dispute arose.
11- Ownership; Proprietary Rights. The Service is owned and operated by Taskworld. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, Software, services, and all other elements of the Service (the “Materials“) provided by Taskworld are protected by all relevant intellectual property and proprietary rights and applicable laws. All Materials contained in the Service are the property of Taskworld or our third-party licensors. Except as expressly authorized by Taskworld, you may not make use of the Materials. Taskworld reserves all rights to the Materials not granted expressly in these User Terms.
12- Limitations of Liability. In no event will Taskworld be liable under or in connection with these User Terms under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay, or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services, in each case regardless of whether Taskworld was advised of the possibility of such losses or damages or such losses or damages were otherwise foreseeable. In no event will Taskworld's aggregate liability arising out of or related to these User Terms under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed US$100.
13- Severability. If any provision of these User Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these User Terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify these User Terms so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated be consummated as originally contemplated to the greatest extent possible.
14- Assignment. User may not assign any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of Taskworld. Any purported assignment or delegation in violation of this section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. These User Terms are binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
15- Taskworld Contracting Entity. All references to ‘Taskworld’, under the User Terms and what law will apply in any dispute or lawsuit arising out of or in connection with the User Terms, will depend on where the Customer is domiciled as set forth below:
Worldwide (except as provided below) Governing Law: Singapore Taskworld Singapore Pte. Ltd (UEN 201913899M) 18 Boon Lay Way, #05-95, Tradehub 21, Singapore - 609966
United States Governing Law: Delaware Taskworld Inc. 28 Valley Road, Suite 1 Montclair, NJ 07042 USA
European Union Governing Law: Ireland Taskworld Software Limited Joyce House, 22/23 Holles Street Dublin D02YP92 Ireland
Thailand Governing Law: Thailand Taskworld Co. Ltd. Park Ventures Ecoplex, Unit 1808-1810, 18th Floor, 57 Wireless Road, Lumpini Pathumwan, Bangkok 10330, Thailand
16- Disputes. Any dispute arising out of or in connection with these User Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The language of the arbitration shall be English.
17- Entire Agreement. These User Terms, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of these User Terms and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency or conflict between these User Terms and the terms of the Customer Agreement, the terms of the Customer Agreement shall control. Non-English translations of these User Terms are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and shall control.
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