Customer Terms of Service
Customer Terms of Service
Effective Date: 29 January 2021
These Customer Terms of Service (the “Customer Terms”) govern a Customer’s access and use of Taskworld’s internal communication, workplace productivity, and collaboration tools and platform (the “Services”). A “Customer” is an individual, entity, or organization (including a partnership) that procures a paid or free trial subscription(s) to access and use the Services on behalf of its Authorized Users (as defined below).
These Customer Terms and any Order Form(s) (as defined in section 1(a)) (the “Agreement”) constitute a legally binding agreement between the applicable Taskworld entity (as defined in section 11(g)) (“Taskworld”) and the Customer.
Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms, and that the person signing on its behalf has been authorized to do so. The person executing this Agreement on Customer’s behalf represents that he or she has the authority to bind Customer to these terms and conditions.
Access and Use of the Services
- Provision of Access. Subject to the terms and conditions of this Agreement and the User Terms of Service located at https://taskworld.com/terms-privacy-security/user-terms-of-service/ (the “User Terms”), Taskworld grants Customer a non-exclusive, non-transferable (except in compliance with section 11(e)) right to access and use the Services during the Term, solely for use by Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder (the "Authorized Users"). Such use is limited to the total number of Authorized Users set forth in the Services interface or subscription order form entered into between Customer and Taskworld (each, an “Order Form”). Taskworld shall provide to Customer the necessary passwords and network links or connections to allow Customer to access the Services.
- Documentation License. Subject to the terms and conditions contained in this Agreement, Taskworld grants to Customer a non-exclusive, non-sublicensable, non-transferable (except in compliance with section 11(e)) license to use the Taskworld's user manuals and guides relating to the Services provided by Taskworld to Customer either electronically or in hard copy form (“Documentation”) during the Term solely for Customer's internal business purposes in connection with its use of the Services.
- Use Restrictions. Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other rights of any person, or that violates any applicable law.
- Reservation of Rights. Taskworld reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other rights, title, or interest in or to the Taskworld IP (as defined in 5(a))
- Suspension. Notwithstanding anything to the contrary in this Agreement, Taskworld may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Taskworld reasonably determines that (A) there is a threat or attack on any of the Taskworld IP; (B) Customer's or any Authorized User's use of the Taskworld IP disrupts or poses a security risk to the Taskworld IP or to any other customer or vendor of Taskworld; (C) Customer, or any Authorized User, is using the Taskworld IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Taskworld's provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Taskworld has suspended or terminated Taskworld's access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Taskworld shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Taskworld shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Taskworld will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
- Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Taskworld may monitor Customer's use of the Services and collect and compile Aggregated Statistics. "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by Taskworld in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. As between Taskworld and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Taskworld. Customer acknowledges that Taskworld may compile Aggregated Statistics based on Customer Data (as defined in section 5(b)) input into the Services. Customer agrees that Taskworld may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.
- General. Customer must comply with the Agreement and ensure that its Authorized Users comply with the Agreement and the User Terms. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement.
- Authorized Users. Each Authorized User must agree to the User Terms to activate their subscription and use the Services. Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of the User Terms or this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services, and shall cause Authorized Users to comply with such provisions. As between Taskworld and Customer, Customer agrees that it is solely Customer’s responsibility to (a) inform any Authorized Users of any relevant customer policies and practices and any settings that may impact the processing of Customer Data (as defined in section 5(b)); (b) obtain any rights, permissions or consents from any Authorized Users that are necessary for the lawful use of Customer Data and the operation of the Services; (c) ensure that the transfer and processing of Customer Data under the User Terms is lawful; and (d) respond to and resolve any dispute with between Authorized Users relating to or based on Customer Data, the Services or Customer’s failure to fulfill these obligations.
- Third-Party Products. Taskworld may, from time to time, make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. If Customer does not agree to abide by the applicable terms for any such Third-Party Products, then Customer should not install or use such Third-Party Products. “Third-Party Products" means any third-party products provided with or incorporated into the Services.
Fees and Payment.
- Fees. Customer shall pay Taskworld the fees ("Fees") as set forth in the Services interface “check-out” or via a subscription order form entered into between Customer and Taskworld. Customer shall make all payments hereunder in advance. Payment obligations are non-cancelable and, except as expressly stated in this Agreement, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term. If Taskworld agrees to invoice Customer by email, full payment must be received within thirty (30) days from the invoice date. If Customer fails to make any payment when due, without limiting Taskworld's other rights and remedies: (i) Taskworld may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Taskworld for all reasonable costs incurred by Taskworld in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for ten (10) days or more, Taskworld may suspend Customer's and its Authorized Users' access to any portion or all of the Services until such amounts are paid in full.
- Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Taskworld's income.
- Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Intellectual Property Ownership; Feedback.
- Taskworld IP. Customer acknowledges that, as between Customer and Taskworld, Taskworld owns all right, title, and interest, including all intellectual property rights, in and to the Services, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing (“Taskworld IP”). For the avoidance of doubt, Taskworld IP includes Aggregated Statistics and any information, data, or other content derived from Taskworld's monitoring of Customer's access to or use of the Services, but does not include Customer Data.
- Customer Data. Taskworld acknowledges that, as between Taskworld and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services (“Customer Data”). Customer grants to Taskworld a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Taskworld to provide the Services to Customer, and a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.
- Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Taskworld by mail, email, telephone, or otherwise, suggesting or recommending changes to the Taskworld IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Taskworld is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer assigns to Taskworld on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Taskworld is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Taskworld is not required to use any Feedback.
- Warranty Disclaimer. The Taskworld IP is provided "AS IS," and Taskworld hereby disclaims all warranties, whether express, implied, statutory, or otherwise. Taskworld specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and all warranties arising from course of dealing, usage, or trade practice. Taskworld makes no warranty of any kind that the Taskworld IP, or any products or results of the use thereof, will meet customer's or any other person's requirements, operate without interruption, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error free.
Taskworld does not warrant that your use of the services will satisfy or ensure compliance with any legal obligations or laws or regulations.
- Taskworld shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any third-party claim, suit, action, or proceeding ("Third-Party Claim") that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party's intellectual property rights, provided that Customer promptly notifies Taskworld in writing of the claim, cooperates with Taskworld, and allows Taskworld sole authority to control the defense and settlement of such claim.
- If such a claim is made or appears possible, Customer agrees to permit Taskworld, at Taskworld's sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue use. If Taskworld determines that neither alternative is reasonably available, Taskworld may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer.
- This section 7(a) will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Taskworld or authorized by Taskworld in writing; (B) modifications to the Services not made by Taskworld; or (C) Customer Data.
- Customer Indemnification. Customer shall indemnify, hold harmless, and, at Taskworld's option, defend Taskworld from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement or the User Terms, infringes or misappropriates such third party's intellectual property rights and any Third-Party Claims based on Customer's or any Authorized User's (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Taskworld or authorized by Taskworld in writing; or (iv) modifications to the Services not made by Taskworld, provided that Customer may not settle any Third-Party Claim against Taskworld unless Taskworld consents to such settlement, and further provided that Taskworld will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
- Sole Remedy. This 7 sets forth Customer's sole remedies and Taskworld's sole liability and obligation for any actual, threatened, or alleged claims that the services infringe, misappropriate, or otherwise violate any intellectual property rights of any third party. In no event will Taskworld's liability under this section 7 exceed US$100.
- Limitations of Liability. In no event will Taskworld be liable under or in connection with this Agreement 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 this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise exceed the total amount paid by customer hereunder in the 12 months preceding the last event giving rise to liability. The foregoing will not limit customer’s payment obligations under the “Fees and Payment” section above.
Term and Termination
- Term. Unless Customer’s subscription is terminated in accordance with this Agreement or unless otherwise provided for in an Order Form, Customer’s access and use of the Services will automatically renew unless either Party gives the other Party written notice of non-renewal at least 30 days prior to the expiration of the then-current term
Termination. In addition to any other express termination right set forth in this Agreement:
- Taskworld may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than 30 days after Taskworld's delivery of written notice thereof; or (B) breaches any of its obligations under section 2(c) or section 4;
- either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
- Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Taskworld IP (Intellectual Property) and, without limiting Customer’s obligations under 4, Customer shall delete, destroy, or return all copies of the Taskworld IP (Intellectual Property) and certify in writing to the Taskworld that the Taskworld IP (Intellectual Property) has been deleted or destroyed. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
- Data Deletion. Upon expiration or earlier termination of this Agreement, Taskworld will not have any obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in our systems or otherwise in our possession or under our control.
- Survival. This section 11(de) and sections 3, 4, 5, 6, 7, 8, and 10 survive any termination or expiration of this Agreement. No other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
- Free Trials. If the Customer registers for a free trial for any of the Services, Taskworld will make such Services available to the Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which the Customer registered to use the applicable Service(s); (b) the start date of any subscription to such Service purchased by Customer for such Service(s); or (c) termination of the trial by Taskworld in its sole discretion. Trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding. Any Customer Data that the Customer enters into a Service, and any configurations or customizations made to a Service by or for Customer, during the free trial will be permanently lost unless Customer purchases a subscription to the same service as covered by the trial, purchase the applicable Service, or export such Customer Data, before the end of the trial period.
- Publicity. Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to firstname.lastname@example.org stating that it does not wish to be used as a reference.
- Force Majeure. In no event shall Taskworld be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond Taskworld's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
- Amendment. Taskworld may amend these Customer Terms from time to time by posting an amended version on this website or by such other method of notification as Taskworld may designate. Any material revisions to these Customer Terms will become effective on the date set forth in our notice, and all other changes will become effective on the date we publish the change. If the Customer uses the Services after the effective date of any changes, that use will constitute the Customer’s acceptance of the revised terms and conditions.
- Waiver. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement 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 this Agreement 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.
- Assignment. Customer 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. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under 4 or, in the case of Customer, section 1(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Taskworld Contracting Entity. All references to ‘Taskworld, under the Customer Terms and what law will apply in any dispute or lawsuit arising out of or in connection with the Agreement, will depend on where the Customer is domiciled as set forth below:
|Domicile||Taskworld Contracting Entity||Governing Law|
(except as provided below)
|Taskworld Singapore Pte. Ltd (UEN 201913899M) 18 Boon Lay Way, #05-95, Tradehub 21, Singapore - 609966||Singapore|
|United States||Taskworld Inc.
28 Valley Road, Suite 1
Montclair, NJ 07042
|European Union||Taskworld Software Limited Joyce House, 22/23 Holles Street Dublin D02YP92 Ireland||Ireland|
|Thailand||Taskworld Co. Ltd.
Park Ventures Ecoplex, Unit 1808-1810, 18th Floor, 57 Wireless Road, Lumpini Pathumwan, Bangkok 10330, Thailand||Thailand|
- Disputes. Any dispute arising out of or in connection with this Agreement, 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.
- Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties above in section 11(g) (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this section). All Notices must be delivered by personal delivery, internationally recognized overnight courier (with all fees pre-paid), or email to email@example.com (with confirmation of transmission). Except as otherwise provided in these Customer Terms, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this section.
- Entire Agreement. This Agreement, 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 this Agreement 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 Customer Terms and the terms of any Order Form, the terms of the Order Form shall control. Non-English translations of this Agreement are provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and shall control.