Master Service Agreement:

MASTER SERVICE AGREEMENT (MSA)
‍
AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF WORKSMART.NET, AN ONLINE SERVICE (THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.
‍
Welcome
‍
WorkSmart.net is an online service from WorkDigital Global Limited. As part of the Service, WorkSmart will provide you with use of the Service, including a unique URL, web-based applications, browser interface, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the WorkSmart.net website incorporated by reference herein, including but not limited to WorkSmart.net policies. For reference, a Definitions section is included at the end of this Agreement.
‍
1. Security Policy
‍
WorkSmart.net’s security policy may be viewed at https://www.worksmart.net/trust/. WorkSmart reserves the right to modify its security policy in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, WorkSmart occasionally may need to notify all users of the Service of important announcements regarding the operation of the Service.
‍
2. License Grant & Restrictions
‍
WorkSmart hereby grants you a non-exclusive, non-transferable and terminable worldwide right to use the Service, solely for your own business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by WorkSmart and its licensors.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
‍
3. Your Responsibilities
‍
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.
You shall: (i) notify WorkSmart immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to WorkSmart immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another WorkSmart user or provide false identity information to gain access to or use the Service.
‍
4. Account Information and Data
‍
WorkSmart does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). You, not WorkSmart , shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and WorkSmart shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), WorkSmart will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. WorkSmart reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and WorkSmart shall have no obligation to maintain or forward any Customer Data.
‍
5. Intellectual Property Ownership
‍
You acknowledge that WorkSmart owns all right, title and interest, including all related Intellectual Property Rights, in and to the WorkSmart Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the WorkSmart Technology or the Intellectual Property Rights owned by WorkSmart. The trademarks, service marks, logos and product and service names associated with the Service are marks of WorkSmart or third parties, and no right or license is granted to use them.
‍
6. Anti-Spam Policy
‍
WorkSmart does not condone or allow spam. You may not use the Service, Servers, Content, Product and Service names associated with the Service or WorkSmart.net Email accounts provided to you by WorkSmart to email or otherwise transmit, distribute, publish or disseminate any unsolicited advertising, survey, promotional materials, “junk email,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation or duplicative or unsolicited messages (commercial or otherwise) with respect to the service or any other business, product or service, and may not use the same as the return address on any unsolicited communication. We encourage you to help us enforce this policy. To report a violation, contact us at security@worksmart.net. WorkSmart will cooperate with legal authorities in releasing information about you, if you violate this Anti-Spam Policy.
‍
7. Third Party Interactions
‍
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between you and the applicable third-party. WorkSmart and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. WorkSmart does not endorse any sites on the Internet that are linked through the Service. WorkSmart provides these links to you only as a matter of convenience, and in no event shall WorkSmart or its licensors be responsible for any content, products, or other materials on or available from such sites. WorkSmart provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
‍
8. Charges and Payment of Fees
‍
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be as per your selected pricing plan currently in effect based upon either per user or per active site in your portal. You are responsible for paying as per your plan for the entire License Term, whether or not portal is actively used. An authorized License Administrator may request an upgrade or downgrade to current pricing plan by using the Online Order Centre.Added users/sites licenses will be subject to the following: (i) added licenses will be coterminous with the pre-existing License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. WorkSmart reserves the right to increase the current fees and charges by up to 10% on a yearly basis and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail.

9. Excess Data Storage Fees
‍
You have specific amount of storage space included on your portal based on your currently selected pricing plan at no additional charge. For any additional storage requirements you only pay for additional storage space used in any month based on then-current additional storage block fees. WorkSmart reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
‍
10. Billing and Renewal
‍
WorkSmart charges and collects in advance for use of the Service. WorkSmart will automatically renew and bill your credit card or issue an invoice to you for additional periods equal to the expiring subscription term or one year (whichever is shorter). The renewal charge will be at WorkSmart’s then current fees. Fees for other services will be charged on an as-quoted basis.WorkSmart.net service fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties applicable to your use of the service.

You agree to designate one person as the responsible contact for purposes of billing and payment of fees (the “Billing Contact”) and provide WorkSmart with complete and accurate billing and contact information.
‍
You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, WorkSmart reserves the right to terminate your access to the Service in addition to any other legal remedies.

Unless WorkSmart in its discretion determines otherwise, all entities will be billed in U.S. dollars, UK Pounds, Euros or local currency subject to the payment terms and pricing schemes at the discretion of WorkSmart.

If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
‍
11. Non-Payment and Suspension
‍
In addition to any other rights granted to WorkSmart herein, WorkSmart reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or WorkSmart initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that WorkSmart may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
WorkSmart reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that WorkSmart has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
‍
12. Termination upon Expiration/Reduction in Number of Licenses

This Agreement commences on the Effective Date. The Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon, commencing on the date you agree to pay for the Service by completing the online subscription form or otherwise. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at WorkSmart’s then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least 30 days before the end of the relevant subscription term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), WorkSmart will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that WorkSmart has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
‍
13. Termination for Cause

Any breach of your payment obligations or unauthorized use of the WorkSmart Technology or Service will be deemed a material breach of this Agreement. WorkSmart, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, WorkSmart may terminate a Free Trial Account at any time in its sole discretion. You agree and acknowledge that WorkSmart has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

14. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. WorkSmart represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online WorkSmart help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

15. Disclaimer of Warranties

WorkSmart AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. WorkSmart AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS.ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY WorkSmart AND ITS LICENSORS.
‍
16. Mutual Indemnification
‍
You shall indemnify and hold WorkSmart, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that WorkSmart (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defence and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release WorkSmart of all liability and such settlement does not affect WorkSmart’ business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.

WorkSmart shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by WorkSmart of its representations or warranties; or (iii) a claim arising from breach of this Agreement by WorkSmart; provided that you (a) promptly give written notice of the claim to WorkSmart; (b) give WorkSmart sole control of the defence and settlement of the claim (provided that WorkSmart may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to WorkSmart all available information and assistance; and (d) have not compromised or settled such claim. WorkSmart shall have no indemnification obligation, and you shall indemnify WorkSmart pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).

17. Internet Delays
‍
WORKSMART’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WorkSmart IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

18. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEEDS THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

20. Notice

WorkSmart may give notice by means of a general notice on the Service; electronic mail to your e-mail address on record in WorkSmart’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in WorkSmart’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email).

21. Modification to Terms

WorkSmart reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.

22. Assignment

This Agreement may not be assigned by you without the prior written approval of WorkSmart but may be assigned without your consent by WorkSmart to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of WorkSmart directly or indirectly owning or controlling 50% or more of you shall entitle WorkSmart to terminate this Agreement for cause immediately upon written notice.

23. General

No joint venture, partnership, employment, or agency relationship exists between you and WorkSmart as a result of this agreement or use of the Service.
This Agreement shall be governed by the laws of U.K., without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of U.K. No text or information set forth on any other purchase order, pre-printed form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

This Agreement, together with any applicable Order Form, comprises the entire agreement between you and WorkSmart and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any failure of WorkSmart to exercise or enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to
by WorkSmart in writing.

These Terms incorporate by reference all notices and policies contained on this Website, and constitute the entire agreement.

24. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith: “Agreement” means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Centre, and any materials available on the WotkSmart.net website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by WorkSmart from time to time in its sole discretion; “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; “Customer Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service; “Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Agree to the Terms of Service” option presented on the screen after this Agreement is displayed or the date you begin using the Service; “Initial Term” means the initial period during which you are obligated to pay for the Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “License Administrator(s)” means those Users designated by you who are authorized to purchase licenses online using the Online Order Centre or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); “Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); “Online Order Centre” means WorkSmart’s online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service; “WorkSmart” means collectively WorkDigital Global, a limited company, having its principal place of business at 113 Holmfield Road, Leicester, United Kingdom, LE2 1SF; “WorkSmart.net Technology” means all of WorkSmart’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by WorkSmart in providing the Service; “Service(s)” means collectively the use of WorkSmart.net Service, including web-based applications, browser interface, transmission, access and storage developed, operated, and maintained by WorkSmart, accessible via a unique URL provided to you by WorkSmart, to which you are being granted access under this Agreement, including the WorkSmart.net Technology and the Content; “Employee(s)” means all persons including your employees, external consultants and contractors associated with your organization, and “Guest Users(s)” means external users normally your customers, partners and suppliers who are authorized to use the Service and have been supplied user identifications and passwords by you (or by WorkSmart at your request).

25. Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@worksmart.net.