Terms

1. Terms & Conditions

Terms of Service and Usage

(“Terms” or “Agreement”)

Please read all the rights, obligations, terms and conditions defined under this Terms carefully and completely without leaving any unresolved issues before using our Product named “WORKTIVITY”, our web pages on the useworktivity.com domain and all affiliated/linked sites ("SITE").

This Terms contains the terms, conditions, and provisions regarding the use of WORKTIVITY or SITE, including explanations and information provided by Internative Yazılım A.Ş. ("COMPANY"), which owns all intellectual, industrial, financial, material, and moral rights in the web pages of the site named "useworktivity.com" and the products/services available on all associated/linked websites in commercial and legal terms.

The subject matter of these Terms constitutes the terms and provisions, as well as the rights and obligations of the Parties, regarding the use of all products and services ("Service") offered by the COMPANY to users ("USER").

If you access or use this Service, it means that you recognize, approve, and accept all the terms of service, as well as our acceptable use and Privacy Policy. Therefore, if you disagree with any part of our Privacy Policy, please refrain from accessing or using this Service.

1. Our Obligations and Customer Responsibilities

1. 1. Provided that the USER has paid the fees and fully complied with the Agreement, WORKTIVITY grants them a license to access and use the Services during the term of each subscription. This license is non-exclusive, non-sublicensable, and non-transferable. The customer must use the Services for commercial purposes only and in accordance with the documentation that WORKTIVITY may update from time to time for upgrades.

1. 2. To use the Services, USER may need to install WORKTIVITY mobile software ("Software") on mobile devices or desktops, and such use will be subject to the terms of this Agreement. WORKTIVITY provides USER with a license to install and use the Software in object code form on compatible devices listed in the Documentation, exclusively for authorized use of the Services within the Term and in compliance with the relevant Order Form. This license is non-exclusive, non-sublicensable, and non-transferable.

1. 3. WORKTIVITY will offer basic support for the Services to the USER throughout the Term, as outlined in the service-level agreement ("SLA"). WORKTIVITY will comply with all relevant laws and government regulations when providing the Services. WORKTIVITY may modify the Services, SLA, and Documentation at its sole discretion, as long as the modifications do not significantly reduce the functionality of the Services provided by WORKTIVITY and the Services continue to perform according to the description.

1. 4. WORKTIVITY will provide the Services as described in the Pricing plans, and the Services will be performed substantially in accordance with that description. However, WORKTIVITY reserves the right to immediately suspend the USER’s access to the Services in the following circumstances: (i) if the USER  breaches any provision of this Agreement, and fails to remedy the breach within the applicable cure period; or (ii) if  WORKTIVITY reasonably deems it necessary to respond to any actual or potential security or availability concerns that may affect the USER. Additionally, WORKTIVITY may suspend the Services, without liability, to some or all of the Users, under the following conditions: (a) as necessary to prevent a security breach or cyber-attack, (b) to protect WORKTIVITY's or its customers' systems, or (c) if required by a governmental entity or law enforcement agency. The USER will receive electronic notice of any such suspension, to the extent and in the manner that WORKTIVITY provides notification to its other affected customers.

1. 5. WORKTIVITY may utilize data related to the usage of the Services by the USER, provided that such data (i) does not specifically identify the USER, its Users, or third parties, and (ii) is combined with data from other customers, users or additional data sources (referred to as "Aggregated Data") for the following purposes: (a) maintaining, improving, and/or analyzing the Services, including analytics and reporting, (b) complying with legal or contractual requirements, (c) analyzing and mitigating security risks such as vulnerabilities or networking issues, and (d) developing, distributing and publishing measures and reports of the Services. It should be noted that Aggregated Data is not considered Confidential Information and is not subject to any confidentiality restrictions or obligations.

1. 6. USER is permitted to use the Services solely in accordance with the Documentation, applicable laws, and government regulations, as explicitly stated in this Agreement. In order to facilitate the provision of the Services or support, USER will cooperate with WORKTIVITY as necessary, which may include making available personnel and information as reasonably required. It is the sole responsibility of the USER to determine whether the Services are sufficient for their intended purposes, including determining whether the Services meet their legal and/or regulatory requirements.

1. 7. The accuracy, integrity, and legality of any content or data, including personal data as defined by applicable data protection laws, submitted by or on behalf of USER to the Services and the output of the Services that incorporates such content or data or is otherwise specific to USER ("User Data") shall be solely the responsibility of USER. USER shall not provide any infringing, offensive, fraudulent, or illegal User Data in connection with the Services, and USER represents and warrants that any content it provides will not violate the intellectual property or data protection rights or any other rights of any User or third party. WORKTIVITY reserves the right, at its sole discretion, to delete or disable any User Data submitted by USER that may be infringing, offensive, fraudulent, or illegal. All right, title, and interest in and to all User Data exclusively belong to USER, and WORKTIVITY claims no right, title, or interest in the User Data.

1. 8. USER hereby grants WORKTIVITY a non-exclusive, worldwide, royalty-free right to use, copy, store, transmit, modify, create derivative works of, and perform and display in USER's account the User Data solely to the extent necessary to provide the Services to USER. WORKTIVITY may periodically access USER's account and User Data to improve, support, and operate the Services (e.g., for quality assurance, technical support, benchmarking or billing purposes), subject to the terms of this Agreement.

1. 9. USER may choose to use or procure Third-Party Services in connection with the Services, which are not licensed directly to USER by WORKTIVITY. The use of such Third-Party Services shall be governed solely by the terms and conditions applicable to such Third-Party Services, as agreed upon between USER and the third party. WORKTIVITY does not endorse, support, or assume any liability with respect to Third-Party Services, including, but not limited to, privacy practices, data security processes, or other policies related to Third-Party Services. USER agrees to waive any claim against WORKTIVITY with respect to any Third-Party Services and shall ensure that it has purchased or obtained all necessary licenses required to properly access and use Third-Party Services.

1. 10. USER is responsible for taking reasonable measures to prevent any unauthorized access to or use of the Services and must promptly inform WORKTIVITY upon becoming aware of any such unauthorized access or use. WORKTIVITY bears no responsibility or liability for User Data or any outcomes arising from collecting, submitting, and utilizing it within the Services.

• 11. USER is accountable for all activities carried out under its account, and ensuring that its Users comply with the terms of this Agreement. Any breach of this Agreement by a User will be considered a violation by USER. WORKTIVITY's relationship is solely with USER, and not with individual Users or third parties who access the Services via USER. USER is responsible for handling all claims raised by its Users or third parties, and must ensure that any third party using the Services through USER agrees to comply fully with this Agreement and waive any claims against WORKTIVITY relating to the Services, to the extent permitted by applicable law.
  12. USER agrees not to engage in any of the following activities, and will ensure that its Users and any third parties using the Services through USER do not engage in any of the following activities:
• Attempt to reverse engineer, decompile, disassemble, decode, or otherwise try to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services, Software, hardware tokens, or any data related to the Services, except as allowed by applicable law that cannot be excluded by the Parties' agreement.
• Modify, translate, or create derivative works based on the Services or Software.
• Share, rent, lease, loan, resell, sublicense, distribute, use, or otherwise transfer the Services or Software for time-sharing or service bureau purposes or for any purpose other than its own use, except as expressly provided in an applicable Order Form.
• Build a competitive product or service based on the Services or Software.
• Attempt to gain unauthorized access to restricted aspects of the Service.
• Publicly disseminate information about Services performance or analysis, including benchmarks, without WORKTIVITY's prior written consent.
• Use the Services or Software other than in accordance with this Agreement and in compliance with applicable law.

2. FEE PAYMENT

2.1.USER agrees to pay WORKTIVITY all Fees specified in the Order Forms, including applicable sales, use, and other purchase-related taxes, or provide a valid exemption certificate for such taxes. The payment schedule and terms shall be as stated in the applicable Order Form. USER shall be responsible for all taxes related to this Agreement and the Services, excluding taxes on WORKTIVITY’s income. Unless otherwise stated in the Order Form, all fees and expenses shall be in U.S. dollars.

2.2.Unpaid and due Fees shall accrue a finance charge of one percent (1.0%) per month, or the maximum rate permitted by law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees, unless applicable law requires a different interest or finance charge calculation. If USER is required to withhold any taxes, it shall pay the required withholding amount and shall not reduce the payment to WORKTIVITY on account of such withholding.

2.3.If payment is made by credit card, USER shall keep its credit card information up-to-date and authorize the charging of Fees when due. WORKTIVITY will not charge Users any fees for their use of the Services or Software without USER’s authorization, and the Software can be downloaded by Users free of charge. However, Users’ carriers or service providers may charge fees for data usage, messaging, phone calls, or other services necessary for using the Services.

2.4.In the event that the USER solely uses the WORKTIVITY Services that are offered for free on the WORKTIVITY webpage ("Free Services"), WORKTIVITY will not require any Fees from the USER for utilizing the Free Services or for downloading, installing, or utilizing the Software that is associated with the Free Services. The USER is free to terminate its use of the Free Services at any time, but must promptly uninstall any Software from its devices.

2.5.During the Term, unless otherwise agreed to in writing by the Parties, any increase or overage in the maximum number of Users specified in the Order Form will be handled in accordance with Section 2.5 ("Subscription Upgrade"). The maximum number of Users will be increased as follows:

(i) for USER with a maximum of fewer than …. Users on the Order Form, the maximum number of Users will be increased in increments of … Users,

(ii) for USER with a maximum of …-… Users on the Order Form, the maximum number of Users will be increased in increments of … Users, and

(iii) for USER with a maximum of …. or more Users on the Order Form, the maximum number of Users will be increased in increments of …. Users.

2.6.WORKTIVITY will send an invoice to USER for the additional Users at the subscription rate and payment terms specified in the latest Order Form, which will be prorated for the remaining duration of the current subscription Term. Any subsequent subscription Term will reflect the number of Users and corresponding Fees associated with any Subscription Upgrades.

3. CONFIDENTIALITY

3.1.The term "Confidential Information" refers to any information that the Disclosing Party shares with the Receiving Party, regardless of its form (written, oral, etc.), that is marked as confidential or that should reasonably be regarded as confidential based on the nature of the information and the circumstances surrounding the disclosure. This includes, but is not limited to, trade secrets, technology and technical information (such as intellectual property, inventions, know-how, ideas, and methods), business, financial, and USER information (including USER data and personal data), pricing, forecasts, strategies, product development plans, and the terms of the agreement between the parties. However, information will not be considered Confidential Information if it (i) becomes public without any involvement from the Receiving Party, (ii) was already known to the Receiving Party before receiving it from the Disclosing Party, (iii) was rightfully disclosed to the Receiving Party by a third party without restrictions, or (iv) was independently developed by the Receiving Party without using any Confidential Information from the Disclosing Party.

3.2.Both parties acknowledge that the Disclosing Party may disclose Confidential Information in connection with this Agreement, but the Receiving Party will not receive any rights or licenses to such information. The Receiving Party agrees not to disclose or use any Confidential Information of the Disclosing Party beyond the scope of this Agreement, except with the Disclosing Party's prior written consent. The Receiving Party agrees to (i) not disclose Confidential Information to any third party except for its employees, contractors, advisors, investors, and potential acquirers ("Representatives") who require access to such information and have agreed to abide by non-disclosure and non-use agreements applicable to the Disclosing Party's Confidential Information, and (ii) use such Confidential Information solely as necessary for the Services and/or this Agreement. Each party is responsible for any breach of this Agreement caused by its Representatives. The Receiving Party agrees to take the same security measures to prevent unauthorized disclosure or use of the Disclosing Party's Confidential Information that it takes with its own confidential or proprietary information. However, a party will not apply less than reasonable precautions to safeguard such Confidential Information. Each party acknowledges that such precautions do not guarantee protection against unauthorized disclosure or use.

3.3.This Agreement does not prohibit the Receiving Party from disclosing Confidential Information if required to do so in response to a request under applicable open records laws or pursuant to a judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice to challenge such disclosure to the extent permitted by law. USER acknowledges that WORKTIVITY may use the services of certain third parties, such as data hosting, telephone service providers, and USER's Third-Party Services providers, in connection with the Services. These third parties may have access to USER's Confidential Information, including USER Data and USER Personal Data, in accordance with this Agreement.

3.4.If the Disclosing Party submits a written request, each Party agrees that the Receiving Party will promptly return all Confidential Information of the Disclosing Party or provide written certification of its destruction, including any Confidential Information contained in internal documents, without retaining any copy, extract, or summary of any part of it. However, the Receiving Party may keep copies of Confidential Information to the extent required for its ordinary course of business internal document retention and backup procedures, provided that it remains subject to the terms and conditions of this Agreement as long as it is retained.

3.5.USER acknowledges that WORKTIVITY does not wish to receive any Confidential Information from USER that is not necessary for WORKTIVITY to perform its obligations under this Agreement and, unless the Parties specifically agree otherwise, WORKTIVITY may reasonably presume that any unrelated information received from USER is not Confidential Information, unless such information is marked as “Confidential.”

4. OWNERSHIP

The Services and Software, along with any suggestions, feedback, recommendations, or other information provided by USER or third parties in relation to them, are the intellectual property of WORKTIVITY and its licensors, and shall be retained as such, except where expressly provided otherwise in this Agreement. USER acknowledges and agrees that it shall not copy, distribute, reproduce, or use any of the foregoing unless expressly permitted under this Agreement. All Aggregated Data between the Parties shall be owned by WORKTIVITY. This Agreement does not constitute a sale and does not grant any ownership rights to USER in relation to the Services, Software, or any associated intellectual property rights.

5. DATA PROTECTION AND SECURITY

5.1.         When providing the Services, WORKTIVITY may handle USER Data that is considered "personal data," "personal information," or "personally identifiable information" under applicable data protection laws.

5.2.         USER, including its Users, has the option to enable integrations between the Services and certain Third-Party Services (each, an "Integration"). By enabling an Integration, USER explicitly authorizes WORKTIVITY to share the necessary USER Data to facilitate the Integration. USER acknowledges and accepts full responsibility for providing all instructions to the Third-Party Service provider regarding the use and protection of USER Data, including any USER Personal Data, and for entering into any necessary agreements with the Third-Party Service provider to safeguard such USER Data or regulate its use by the Third-Party Service provider. It is recognized that WORKTIVITY and Third-Party Service providers are not sub-processors of each other.

5.3.         It is USER's responsibility to assess whether the Services are suitable for storing and processing USER Data, including USER Personal Data, in accordance with applicable data protection law. USER warrants and represents to WORKTIVITY that any USER Personal Data shared with or collected by WORKTIVITY as part of the Services, the methods by which USER obtained such USER Personal Data, and the instructions provided by USER for processing such USER Personal Data comply with all relevant data protection laws.

6. TERMINATION

6.1.  This Agreement will take effect on the Effective Date. Following the initial term, this Agreement will automatically renew for a renewal term that is the same length as the expiring subscription term, unless one party gives the other party written notice of non-renewal at least thirty (30) days prior to the expiration date. The per-user fees for each renewal term will be the same as the per-user fees for the immediately preceding term, plus an increase in price.

6.2.  If either party materially breaches this Agreement, except for USER’s payment obligations, the non-breaching party may terminate this Agreement by providing thirty (30) days written notice to the breaching party. However, if the breaching party has cured the breach before the end of such thirty-day period, this Agreement will not terminate. According to the Payment Plan, if the fees or other amounts are not paid, WORKTIVITY may terminate this Agreement and/or indefinitely suspend usage if payment is not received. If WORKTIVITY does not receive payment for sixty (60) days, the USER's account will be deleted. However, if USER pays all outstanding Fees and other amounts prior to the expiration of such seven (7) business day period, this Agreement will not terminate.

6.3.  Either party may terminate this Agreement without notice in the following circumstances: (i) if the other party becomes subject to insolvency, administration, liquidation, receivership, bankruptcy, or any other winding-up proceedings under applicable law; (ii) if the other party makes an assignment for the benefit of creditors or enters into a voluntary arrangement with its creditors; (iii) if the other party dissolves or threatens to cease doing business. WORKTIVITY without any notice may modify or discontinue its provision of Services at any time without penalty or liability and may immediately terminate this Agreement.

6.4.WORKTIVITYshall not provide any refund of fees upon termination by WORKTIVITY. If WORKTIVITY  terminates this Agreement under Section 6, no refund of Fees shall be due to USER. When this Agreement expires or terminates, WORKTIVITY shall stop providing the Services to USER.

7. WARRANTIES

7.1.  Section 7.1 of this Agreement provides a warranty that WORKTIVITY will not knowingly include any computer code or other computer instructions, devices, or techniques that may intentionally harm, disrupt, disable, infect, defraud, or damage the operation of any network, computer program, or system or any component thereof, including USER Data.

7.2.  This Section 7 constitutes the entire extent of warranties provided by WORKTIVITY in connection with the Services and WORKTIVITY confidential information, and any other provisions included in this Agreement. Except for the warranties explicitly stated in this Section 7, all such materials are provided "as is" and without any other warranties of any kind, whether express or implied. WORKTIVITY and its suppliers disclaim all implied warranties, conditions, and terms, including but not limited to those of merchantability, fitness for a particular purpose, satisfactory quality, title, and non-infringement.

7.3.  Each party hereby confirms and guarantees that: (i) it possesses the legal authority to enter into this Agreement; and (ii) its execution of this Agreement will not infringe upon any obligations it may have to third parties.

8. MISCELLANEOUS

8.1.   If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

8.2.USER may not assign, transfer, or sublicense this Agreement without the prior written consent of WORKTIVITY. WORKTIVITY may assign or transfer any of its rights and obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

8.3.This Agreement does not grant any benefit or right to any third party to enforce any provision of this Agreement. Only WORKTIVITY is authorized to terminate, rescind, modify, waive, or settle any terms of this Agreement, and no other entities are authorized to do so.

8.4.The Parties acknowledge and agree that this Agreement constitutes the entire agreement between them and supersedes all prior or contemporaneous written or oral agreements, understandings, communications, and negotiations regarding the subject matter of this Agreement. Any waiver, amendment, or modification of this Agreement must be in writing and signed by both Parties. Nothing contained in this Agreement shall create any agency, partnership, joint venture, or employment relationship between the Parties, and USER has no authority to bind WORKTIVITY in any way.

8.5.If either party is unable to perform its duties or obligations under this Agreement due to a labor dispute, fire, earthquake, flood, or any other event beyond their reasonable control, then such delay or failure shall not be deemed a breach of this Agreement, except for payment obligations. The affected party shall promptly inform the other party of such event and shall make reasonable efforts to resume performance as soon as practicable.

8.6.Disputes arising from or related to the subject matter of this Agreement shall be subject to the proper and exclusive jurisdiction and venue of the courts in Istanbul Anadolu, Turkey. In any arbitration, action, or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees.

8.7.USERagrees to cooperate with WORKTIVITY in press releases, case studies, trade shows, or other marketing initiatives reasonably requested by WORKTIVITY. During the term of this Agreement and for a period of thirty (30) days following its termination, USER grants WORKTIVITY the non-exclusive right to use USER’s name and/or logo worldwide, without charge, to identify USER as a customer of WORKTIVITY on WORKTIVITY's website or in other marketing materials. It is important to note that this Section 8.7. does not permit WORKTIVITY to use USER Personal Data for marketing or advertising purposes.

8.8.This Agreement can be signed in multiple counterparts, including electronic signatures, PDFs, or other electronic transmissions. Each counterpart will be considered an original and legally binding, and all counterparts together will be treated as a single agreement.