Effective date: 18th december, 2023
These Terms of Service (“Agreement”) govern the receipt, access, and use of the Service provided by WorkTiles AB (“WorkTiles”). By accepting this Agreement through purchasing access to the Service, signing up for a free access plan, or clicking to accept, the Customer agrees to these terms.
The individual accepting this Agreement does so on behalf of a company or legal entity (“Customer”), representing that they have the authority to bind the entity. If they lack such authority or if the entity disagrees with these terms, the individual must not accept the Agreement or use the Service.
Service Description
WorkTiles owns and provides a cloud-based software Service that supports finance and business operations teams. Any content or information contributed by Customer or Users through the Service constitutes a “User Submission,” for which Customer holds full responsibility. Terms around User Submissions, including ownership, are detailed in Section 8.2. The Service also includes templates, help documents, and resources to support Customer use, collectively referred to as “WorkTiles Content.” Customer does not have access to the underlying software code or source code of the Service.
Subscription and Access
Subject to this Agreement, Customer may purchase a subscription to access and use the Service for internal business purposes, based on terms in one or more online orders (“Order(s)”). Subscriptions last for the period specified in each Order (“Subscription Period”) and are accessible only by authorized Customer employees or agents (“Users”).
Ownership
WorkTiles owns the Service, including the software, WorkTiles Content, and any related materials. WorkTiles retains all rights to its intellectual property, and any rights not expressly granted are reserved by WorkTiles.
Permissions
The Service includes settings for User permissions, allowing control over tasks and access within the Service. Managing these permissions is solely the Customer’s responsibility. WorkTiles has no responsibility or liability regarding permission management by Customer or its Users.
Restrictions on Use
Customer is responsible for all activity on its accounts, unless caused by a third-party exploit of Service vulnerabilities. Customer must ensure Users comply with the Agreement’s terms. Customer may not modify, copy, create derivatives of, reverse engineer, sublicense, rent, sell, or otherwise exploit the Service for any third party, nor may they disrupt the Service’s integrity or security. WorkTiles reserves the right to suspend access in cases of suspected misuse, notifying the Customer if such a situation arises.
API Access
WorkTiles may provide access to one or more APIs. WorkTiles reserves the right to set limits on API usage and may restrict access to the API at any time.
Third-Party Applications
WorkTiles may integrate with third-party applications, which Customer may choose to use. Use of such applications is governed by separate agreements with third-party providers. WorkTiles disclaims liability for third-party applications and Customer’s use of them is at their own risk.
Payment Obligations
Customer agrees to pay Fees specified in each Order. Fees are non-refundable except where expressly stated, and WorkTiles may revise Fees at any time. Payment is handled directly by WorkTiles or a Payment Processor, and Customer is responsible for keeping payment information current.
Taxes
Fees exclude taxes, which Customer is responsible for paying. WorkTiles will invoice Customer for applicable taxes unless an exemption certificate is provided.
Failure to Pay
If payment is not received when due, WorkTiles may suspend Customer’s access. Customer must notify WorkTiles of any billing errors within sixty days to receive adjustments or credits.
Term and Termination
Subscriptions begin on the start date of the Order and continue for the Subscription Period. Either party may terminate the Agreement if the other materially breaches the terms and does not remedy within thirty days. Upon termination, Customer loses access rights to the Service.
Effect of Termination
If WorkTiles breaches the Agreement, Customer may be entitled to a refund of unused, prepaid Fees. Termination does not relieve Customer of outstanding payment obligations. Upon termination, Customer may request deletion of their data within thirty days.
Warranties and Disclaimers
Customer warrants that all User Submissions comply with applicable laws. WorkTiles disclaims any warranties regarding the Service’s uninterrupted or error-free operation, except as expressly provided in this Agreement.
Limitation of Liability
WorkTiles is not liable for indirect, special, incidental, or consequential damages, or damages exceeding the total Fees paid by Customer within the prior twelve months.
Confidentiality
Both parties will protect each other’s Confidential Information and limit its access to employees or agents bound by confidentiality obligations. WorkTiles will use Confidential Information only to fulfill obligations under the Agreement.
Data
Customer grants WorkTiles the right to store, process, and retrieve User Information as required to provide the Service. Customer retains ownership of User Submissions, granting WorkTiles a non-exclusive license to process and display submissions within the Service. WorkTiles owns aggregated, anonymized Service Data, which may be used for business purposes.
General Terms
WorkTiles may, with Customer’s consent, use Customer’s name and logo for marketing. WorkTiles is not liable for performance delays due to events beyond reasonable control, including third-party provider failures. WorkTiles may modify this Agreement with thirty days’ notice to improve customer experience. This Agreement does not create a partnership or employment relationship, and only the parties to the Agreement have enforceable rights under it.
Notices
Notices will be delivered via email or through the Service. Modifications or waivers must be in writing. Any provision deemed contrary to law will be modified and interpreted to achieve its intent. The Agreement binds the parties and their successors and assigns.
Governing Law and Venue
This Agreement is governed by Delaware law, and any disputes will be settled in Delaware’s state and federal courts. The parties consent to exclusive jurisdiction there and waive any jury trial rights.
Entire Agreement
This Agreement, including all referenced documents, constitutes the entire agreement between the parties and supersedes prior agreements or representations related to its subject matter.
