Terms of Service

Revision: 22.3

THESE TERMS AND CONDITIONS ARE THE CONTRACT BETWEEN YOU (THE "CUSTOMER" or THE "CLIENT") AND WORKFLOWFIRST SOFTWARE LLC ("COMPANY") RELATING TO YOUR USE OF THE SOFTWARE INCLUDING BUT NOT LIMITED TO STAFF.WIKI (THE "SERVICE"). PLEASE READ THE TERMS AND CONDITIONS CAREFULLY BEFORE SIGNING UP FOR, OR USING, THIS SERVICE.

By using the Service provided by COMPANY, CLIENT agree to be bound by the following terms and conditions. In addition, CLIENT fully understands, accepts and agrees to be bound by the Staff.Wiki License Agreement. 

General

In connection with your use of the Service, CLIENT agree to: 

1.  obey the law; 2.  obey any codes of conduct or other notices COMPANY provides CLIENT; and 3.  promptly notify COMPANY if CLIENT learns of a security breach related to the service. 

The Service is available either through COMPANY’s Cloud Service or installed On-Premise. 

Section I. Cloud Services 

This section pertains to the use of STAFF.WIKI Cloud Services, including (but not limited to) the Standard Cloud, Professional Cloud and Enterprise Cloud, in which COMPANY hosts the Service for use by CLIENT. It does not refer to the License paid upfront or by subscription that is installed on-premise at CLIENT.

When using the Service, CLIENT is solely responsible for all uses of their account under CLIENT’s login and password. CLIENT must protect their password.

Cloud Trial
 

Upon signing up for the Service CLIENT may or may not be eligible for a trial period in which CLIENT can use the Service without charge for a period of time (typically 14 days) for the purpose of evaluating the suitability of the Service to CLIENT’s needs (the "Trial").

Once the Trial period has expired, CLIENT must provide COMPANY payment, billing, and contact information to continue use of the Service, otherwise CLIENT’s account and all its data will be permanently removed from the system.

Payment

CLIENT represents and warrants that any payment, billing, and contact information provided to COMPANY is true and that CLIENT is authorized to provide and use such information. CLIENT is responsible for updating their account information on a timely basis with any changes including but not limited to billing address and credit card information that may occur.

Upon furnishing payment and billing information, CLIENT hereby authorize COMPANY (or an authorized payment gateway such as Stripe) to charge CLIENT’s credit card or other payment instrument in advance on a periodic basis until CLIENT terminates their account. CLIENT further agrees to pay any additional charges that CLIENT may incur including but not limited to additional storage and/or bandwidth requirements. After each charge, a payment confirmation notice will be emailed to CLIENT. If CLIENT dispute any charges, CLIENT must let COMPANY (or the authorized payment gateway such as Stripe) know within fifteen (15) days after the date that CLIENT was charged for the service.

COMPANY reserves the right to change the terms and/or prices of the Service. CLIENT will be notified of such changes on COMPANY's website or in an email correspondence to CLIENT at least 30 days before the changes are to take effect. CLIENT’s continued use of the Service after the changes become effective constitutes CLIENT’S agreement to accept the terms and pay the changed amount.

CLIENT will provide COMPANY contact information, including a postal and email address, where COMPANY may contact CLIENT with information about CLIENT’s account or COMPANY’s products or services. It is CLIENT’s responsibility to ensure that such information is entered correctly and is kept up to date.

Liability

CLIENT’s use of the Service is at CLIENT’s sole risk. The Service is provided on an AS IS basis. While COMPANY will make reasonable effort to maintain availability of the Service, CLIENT accepts the Service may or may not be available and may not necessarily function as required. COMPANY make no express or implied warranty of the quality or suitability of the Service for any purpose. COMPANY will make reasonable effort to preserve and protect CLIENT’s data, but make no guarantees that it won't get lost, corrupted, or inadvertently leaked. CLIENT should regularly back up critical data or take other steps to protect their vital information.

Cloud Service Availability

While COMPANY will make reasonable effort to ensure the availability of Service, such availability is not guaranteed.

For Standard Cloud edition (also referred to simply as Cloud edition), which is a multi-tenant service, COMPANY reserve the right to suspend CLIENT’s account for any reason at any time, not limited to excessive server resource utilization, where 'excessive' is defined at the sole discretion of COMPANY but includes (yet is not limited to) the Excessive Usage defined below. CLIENT understands and accepts that the Service has built-in precautionary safeguards against excessive resource utilization (including, but not limited to, CPU, memory, bandwidth, or disk space) in excess of that allowed by COMPANY that will automatically suspend access to the Service should such excessive utilization be detected. In case of Service suspension, CLIENT should notify COMPANY immediately to determine the cause of the excessive utilization and take any remedial action, if such remedial action is deemed satisfactory by COMPANY.

Excessive Usage Examples

For Standard Cloud edition (also referred to simply as Cloud edition), COMPANY reserves the right to suspend Service or increase the Service Fee if usage of Service exceeds specific limits. Such limits (for Tier 1) include a maximum of 1,000 transactions utilized in Service over the period of one month but are higher for higher service tiers. Transaction usage may include submissions to system, storage usage (including all attachments, article data and also including any history, archive or audit trails the system stores in its normal operations), bandwidth usage (including the transfer of data when viewing articles) and CPU usage. COMPANY will usually warn CLIENT of such excessive usage prior to any such suspension. Service may remain suspended until a compensating additional service fee is imposed and paid, or the Service is transferred to a different server at your expense. In general, under these circumstances, COMPANY is likely to request the customer to upgrade to the Professional or Enterprise Edition, installed at their site, or on a dedicated cloud server.

More information on Transaction Usage can be found here.

Professional or Enterprise Cloud

This section pertains to the use of the Professional or Enterprise Edition that is hosted on a dedicated server ("Dedicated Server") provided by COMPANY.

The Dedicated Server is a virtual machine which may be using hardware that is shared with other virtual machines but should have significantly more processing resources available to it than the Standard Cloud service. The Dedicated Server typically has no transaction limits (unless informed otherwise) but CLIENT understands and accepts that performance of Service will be constrained by the resources available on the Dedicated Server. Should performance or responsiveness concerns arise, CLIENT must notify COMPANY to discuss the option of an upgrade to the Dedicated Server at additional cost.

CLIENT also understands and accepts that access to the Dedicated Server desktop can be granted on a limited basis, with reasonable prior notification, and at a time that is agreed to by both parties, and that access will always be under supervision by COMPANY for security purposes. CLIENT understands that COMPANY will configure the firewall and security access settings such that remote desktop is only available to specific IP addresses ("Authorized Clients"), and that CLIENT will provide a list of Authorized Clients prior to any remote access. CLIENT is responsible for protecting the Dedicated Server from unauthorized access via the provided Authorized Clients.

CLIENT shall provide a domain name for the Service, which CLIENT shall configure in their DNS settings. CLIENT is solely responsible for providing an SSL certificate for the Service and updating it prior to expiration. COMPANY will not be able to notify CLIENT when SSL certificates are expiring.

Backup

As part of the Service, data stored on Service is recorded as a snapshot backup once per day and this backup is retained for up to 7 days. Additional snapshots are taken monthly and retained on a 6-month rolling basis. This operation is not guaranteed and COMPANY is not responsible for a failure in the backup system. Any request to restore backed-up data may or may not be satisfied and will likely require CLIENT to pay additional fees to complete.

When used on a Dedicated Server, CLIENT may request an alternative backup schedule, understanding that doing so may incur additional cost for setup and storage.

Support

As part of the Service, COMPANY provides a basic level of support (“Basic Support”) for the purpose of assisting CLIENT in maximizing their enjoyment of the Service. CLIENT agrees that COMPANY provides an enhanced level of support separately to the Service. COMPANY agrees to assist CLIENT on an as-available basis, including but not limited to email and/or online discussion forums provided by COMPANY. The scope of the Basic Support provided is detailed in Scope of Support and Maintenance.

CLIENT’s use of the Service may involve access to and use of discussion forums and documentation that is made available on COMPANY’s websites. CLIENT agrees that any information CLIENT posts on said website is lawful, that CLIENT have permission to post said information, and that CLIENT understands said information is made available publicly. CLIENT understands and fully accepts and agrees that said information may be incorporated into search results and may be reproduced on other websites without CLIENT’s express permission. CLIENT agrees that COMPANY is not responsible in any way for how the information CLIENT posts is used.

Termination

If CLIENT’s account is terminated by COMPANY, CLIENT will be refunded the pro-rated, unearned portion of any amount that CLIENT was charged for Service, minus any additional fees incurred by COMPANY.

CLIENT may terminate their account at end of the current subscription period. Prior to cancellation, COMPANY may make an export of CLIENT’s data available to CLIENT if CLIENT requests and COMPANY chooses to do so. If CLIENT’s account is terminated by CLIENT, CLIENT will not be refunded the month that has been paid.

CLIENT expressly agrees that COMPANY WILL NOT be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if COMPANY has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Applications; (ii) the cost of procurement of substitute goods or services resulting from any goods, data, information or services purchased or obtained through or from COMPANY; (iii) unauthorized access to or alteration of CLIENT’s transmissions or data; (iv) statements or conduct of any third party on the Applications; (v) termination of CLIENT’s account; or (vi) any other matter relating to the Applications. If CLIENT is not satisfied with the Applications, CLIENT’s sole and exclusive remedy is to stop using it. IN NO EVENT WILL COMPANY BE LIABLE TO CLIENT FOR ANY AMOUNT IN EXCESS OF THE AMOUNT THAT CLIENT HAVE ACTUALLY PAID COMPANY RELATING TO THE APPLICATIONS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO CLIENT’S CLAIM. COMPANY reserves the right to modify the Service at any time.

CLIENT will indemnify, defend and hold COMPANY, its officers, directors, employees, affiliates and service providers from any claim or cause of action of any kind whatsoever arising out of (a) any data, information or materials of any kind that are input or uploaded to the service using CLIENT’s account, and (b) CLIENT’s use of the service.

From time to time CLIENT may give COMPANY suggestions or feedback about the Service. If CLIENT do so, CLIENT hereby grant COMPANY an irrevocable, perpetual, royalty-free, fully paid-up, worldwide license to use such suggestions or feedback for any purpose.

COMPANY reserve the right to modify these terms and conditions at any time upon notice to CLIENT, either through mail (written or electronic) or on COMPANY’s website. CLIENT agrees that any use of the Service after said modification will constitute CLIENT’s acceptance of those modified terms and conditions.

COMPANY will have the right to assign this Agreement to an affiliate of COMPANY at any time without notice.

Section II. Staff.Wiki License Agreement

By using this Service and the Software or Documentation provided by COMPANY, CLIENT and/or the entity using this Software (the "Licensee") agrees to be bound by its terms. If Licensee does not agree to the terms of this License, then Licensee shall promptly cease executing, accessing, or using the Software.

1. Definitions

a. Staff.Wiki: COMPANY's application software being licensed and used as part of the Service.

b. Server Machine: An application hosting server on which Staff.Wiki is installed.

c. Client: An end user or a software program, such as a web browser, that accesses and runs the Service over a communications network.

d. Documentation: Technical instructions and other documentation related to the Software, including, without limitation, help files, user reference documentation, training documentation and other technical information.

e. Software: Software provided to Licensee pursuant to this License: Staff.Wiki and any related software components, including, without limitation, software code, executable code, object code, dynamic link libraries, object model, backups, updates, and patches.

f. User Record: An entry in the Staff.Wiki application that directly corresponds to, and enables, the ability a Client has to login to, in order to access and be identified by, said application and/or any services it provides.

g. Login License: A license, which can be acquired multiple times, that legalizes additional User Record(s) to be added to the Service running on a single Server Machine. Depending on the Software Edition and the type of User Record, Login Licenses will be paid for or unpaid. For example, for Standard Cloud Edition all User Records are paid licenses, but for Professional and Enterprise only Wiki Manager users are paid licenses.

h. Software Edition: A specific variation in the Software which affects the features provided and manner in which Login Licenses are charged. Software Edition examples include, but are in no way limited to, Standard Cloud Edition, Professional Edition and Enterprise Edition.

2.    INTELLECTUAL property rights, reservation of ownership and restrictions

a.  Ownership.  COMPANY owns the Software and Documentation, which are protected by United States laws and applicable international laws, treaties and conventions regarding intellectual property and trade secret rights. COMPANY reserves all rights not specifically licensed herein. 

b.  Confidentiality.  The Software and Documentation is proprietary and confidential to COMPANY and contains trade secrets and other unpublished content. Licensee will hold the Software and Documentation that is disclosed to or acquired by Licensee in strictest confidence.  Licensee agrees that it will take all reasonable measures to protect the secrecy of and avoid unauthorized disclosure or use of the Software and Documentation.  Licensee agrees to use any and all reasonable means to protect the Software and Documentation from unauthorized use, reproduction, distribution, or publication.  Licensee will not otherwise, take, publish, use, or disclose the Software and Documentation to others for any purpose, except upon the written consent of COMPANY. 

c.  Limited License.  The Software and Documentation are licensed and not sold. Subject to the terms of this License, COMPANY grants to the Licensee a non-exclusive,  non-sub-licensable, non-transferable limited single-use license to:
(i)  make a reasonable number of copies of the Documentation solely for Licensee's internal business purposes;

(ii)  use the Software remotely, where access to the Software enables the creation of a limited number of User Records for the purpose of logging-in and identifying a user to the Software, where the number of said User Records must not exceed the number of Login Licenses Licensee has properly acquired for said Server Machine.

d.  Updates.  Licensee agrees that any upgrades or updates to the Software or the Documentation do not constitute the granting of another license to use the Software. Licensee may not use the upgrade or update in addition to the Software it is replacing, nor may Licensee transfer the Software which is being replaced to a third party.

e.  Feedback.  Licensee may, from time to time, provide suggestions or comments to COMPANY regarding effectiveness, usability, or performance with respect to the Software or Documentation. COMPANY has all right, title, and interest to any such comments and may freely use, implement, and otherwise commercialize any such comments.

f.  Multiple Client Access.  Licensee is prohibited from using the Software with any middleware, application server, or other software or technology that may enable, known or otherwise, a breach of the limitations specified under Section 2(c) herein.

g.  Restrictions on Reverse Engineering. Licensee may not reverse engineer, decompile, disassemble, or otherwise reduce the Software to human-readable form.

h.  Restrictions on Derivative Works.  Licensee may not modify, adapt, or otherwise create derivative works of the Software or any part thereof.

i.  Other Limitations on Use.  The Software is not intended for use in, nor deemed suitable for application in nuclear facilities, aircraft navigation systems, air traffic control systems, naval navigation systems, naval traffic control systems, medical treatment of one or more persons, or any other situation where any use of the Software (e.g., due to errors in the Software or due to any other cause in using the Software) could lead to death, personal injury or any other physical damage or damage to the environment. The Software is not intended for use in connection with any inherently dangerous activity. Licensee agrees not to use the Software in any of those situations and indemnifies COMPANY for all damage claims that could result from such unauthorized use of the Software.

3.  Termination of License

a.  This License is effective until terminated. This License will terminate automatically without notice from COMPANY or judicial resolution if Licensee fails to comply with any of the terms of this License. Upon such termination Licensee must cease use of the Software and destroy the Documentation, and all copies thereof, and all sections herein, except Section 2(c), will survive any termination or cancellation of this License.

4.    Assignability

a.  Non-transferable By Licensee Without Written Consent From COMPANY.  This License is for the original purchaser (the Licensee) and cannot be transferred or assigned by Licensee without COMPANY's prior written consent.

b.  Transferable by COMPANY.  This License shall be binding upon and inure to the benefit of COMPANY and its respective successors, assigns, heirs, or legal representatives.

5.    Export Law Assurances

a.  Export Restrictions.  Licensee may not use or otherwise export or reexport the Software (1) into (or to a national or resident of) any U.S. embargoed country (e.g. Iran, Iraq, Libya, North Korea, Sudan and Syria), (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List, or (3) where prohibited by law. By using the Software, Licensee represents and warrants that Licensee are not on any such list or located in, under control of, or a national or resident of any such country.

6.  Warranty Disclaimers

a.  Software Provided As Is.  The Software is provided to Licensee AS IS and COMPANY makes no warranty as to its use or performance.

b.  Disclaimer of All Warranties.  COMPANY DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION. COMPANY AND ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS OR OTHER TERMS, EITHER EXPRESS OR IMPLIED (WHETHER COLLATERALLY, BY STATUTE OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, TO IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS. FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH LICENSEE's ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT OF THIRD-PARTY PROPRIETARY RIGHTS BY THE SOFTWARE. COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

7.    Exclusion and Limitation of Damages

a.  Exclusions.  IN NO EVENT WILL COMPANY, ITS AFFILIATES, OR ANY OF ITS LICENSORS, DIRECTORS, OFFICERS, OR EMPLOYEES OF ANY OF THE FOREGOING BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) OR DIRECT LOSS OF BUSINESS, BUSINESS PROFITS OR REVENUE, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, REGARDLESS OF THE BASIS OF THE CLAIM (WHETHER UNDER CONTRACT, NEGLIGENCE OR OTHER TORT OR UNDER STATUTE OR OTHERWISE HOWSOEVER ARISING) AND EVEN IF COMPANY OR A COMPANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

b.  Limitation.  COMPANY's TOTAL LIABILITY TO LICENSEE FOR DAMAGES FOR ANY CAUSE That is NOT EXCLUDED BY SECTION 7(a) ABOVE, regardless of the form of the action, will be limited to the lesser of $500 (USD) or the money paid for the Software Licensed herein, where the money paid does not include any additional services rendered by COMPANY in relation to the software (such as any software customization services). THE PARTIES AGREE THAT THIS section 7(b) SHALL BE ENFORCED INDEPENDENTLY OF AND SURVIVE THE FAILURE OF ESSENTIAL PURPOSE OF ANY WARRANTY REMEDY.

8.    General provisions

a.  Controlling Law.  This License will be governed by and construed in accordance with the laws of the State of Texas. Licensee consents to the jurisdiction of the courts located in the State of Texas. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

b.  Severability.  If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect.

c.  Arbitration.  Licensee agrees that the exclusive remedy for all disputes and claims relating in any way to or arising out of this License or Licensee's use of the Software or the Documentation shall be final and binding arbitration, conducted under the Commercial Arbitration Rules of the American Arbitration Association in Texas.

d.  Equitable Relief.  COMPANY reserves the right to seek injunctive or other appropriate relief in any court of competent jurisdiction for any breach of or indicated intention to breach this License in any manner by Licensee that violates or may violate COMPANY's intellectual property rights, or may cause continuing or irreparable harm to COMPANY (including, without limitation, any breach that may impact COMPANY's intellectual property rights, or a breach by reverse engineering). The prevailing party shall be entitled to recover reasonable attorney's fees and court costs.

e.  No Implied Waivers.  The failure of either party to enforce any provision of this License shall not be deemed a waiver of the provision of the right of such party thereafter to enforce that or any other provision.

f.  Affiliates of COMPANY.  An affiliate of COMPANY shall have the same rights as COMPANY under this License and Licensee's obligations owed to COMPANY under this License shall be owed to the affiliate in the same manner as they are owed to COMPANY. Affiliates of COMPANY are (1) any other business entity that controls, or is under common control with COMPANY, or (2) any successor entity.

NOTE: A signed copy of these terms are available upon request.