TERMS OF SERVICE

TERMS OF THIS AGREEMENT GOVERN YOUR USE OF THE SERVICE AND THE SOFTWARE PROVIDED BY WORKFORCEGROWTH LLC (“WORKFORCEGROWTH”). PLEASE THEREFORE READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICE AND THE SOFTWARE. BY CLICKING ON THE “I AGREE TO THE TERMS AND CONDITIONS” CHECKBOX, YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT AND AGREE TO BE BOUND BY THEM. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST REFRAIN FROM USING THE SERVICE AND THE SOFTWARE.

If you are signing up for the Service on behalf of a company, you represent that you are duly authorized to represent the company and accept the terms and conditions of the Agreement on behalf of the company.

If you are entering into this Agreement on behalf of your company, the terms "You" and “Your” in this Agreement means your company and all of its Personnel.

If you are entering into this Agreement on your own behalf, or if you are not authorized to represent the company on whose behalf you purport to sign up, you agree that you are personally bound by this Agreement. In such cases, the terms "You" and “Your” in this Agreement mean you personally.

1. GENERAL
1.1. Modification.

Modification. WorkforceGrowth reserves the right to modify the terms and conditions of this Agreement, effective upon posting of an updated version of this Agreement on the Website. You are responsible for regularly reviewing this Agreement. Your use of the Service and the Software after any such changes are posted on the Website shall constitute Your consent to such changes.

1.2 Defination and Interpretation
In this Agreement, unless the context otherwise requires:

"Acceptance" means Your acceptance of and agreement to the terms and conditions of this Agreement, by clicking the “I Agree to the Terms and Conditions” checkbox , or by accessing and using the Service and the Software.

"Agreement " means this agreement.
"Business Day" means a day other than a Saturday, Sunday, or a public holiday in United States of America.

"Charges" means (as applicable):

  1. the charges payable by You for the Service, at the rates set out on the Website at the time of Acceptance, or at the time of you buying licenses by clicking on the relevant buttons o\n the Website (with respect to the provision of the Service during the Initial Term); or
  2. The charges payable by You for the Service as advised to You by WorkforceGrowth within 10 days of the expiry of the end of the Initial Term or Future Term as per clause 10.1(b) (with respect to the provision of the Service during any Future Term); or
  3. the charges payable by You for any Consultancy Services that WorkforceGrowth agrees to provide to You as set out in the written statement of work agreed between You and WorkforceGrowth governing such Consultancy Services; or
  4. the charges as advised to you separately by WorkforceGrowth.

“Confirmation” means (as applicable):

  1. Your Acceptance (where you have not registered for the 10-Day Trial);
  2. Your confirmation that You wish to continue receiving the Service following the expiry of the 10-Day Trial (i.e. by Your clicking on the “Buy licenses” button on the Website); or
  3. Your written notification to WorkforceGrowth that you wish to renew and extend the term for a Future Term in accordance with clause 10.1(c); or
  4. Your confirmation that You wish to add more Profiles (i.e. by Your clicking on the “Buy more licenses” button on the Website); or
  5. Your written acceptance of, and agreement to, any Charges for Consultancy Services to be provided by WorkforceGrowth (for example, by You entering into a statement of work describing those Consultancy Services and the Charges payable by You for them).

“Consultancy Services” has the meaning given to that expression in clause 2.6.

"Data" means any information provided, inputted or uploaded into the Software, via the Service, that relates to You or a Profile.

"Force Majeure" means any cause beyond the reasonable control of a party including riots, acts of war, epidemics, governmental action, legislative change, strikes and other industrial action, communication line or internet failures, power failures, earthquakes or other natural disasters.

"Future Term” has the meaning given in clause 10.1(c).

"Initial Term", and “Term” have the meanings given in clause 10.1(b).

"Intellectual Property Right" means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how, confidential information and any other intellectual or industrial property rights anywhere in the world, whether or not registered.

"Payment Terms" means payment by You either immediately by a credit card that is recognised on the Website or as otherwise prior agreed between You and WorkforceGrowth.

"Permitted User" means those members of Personnel who are authorised to access and use the Service and the Software in accordance with clause 3.4.

"Personnel" means Your employees, and third party contractors engaged by You who may have access to the Software.

"Profile" means information relating to and concerning an individual member of Personnel.

"Service" means the provision by WorkforceGrowth of a limited, non-transferable, non-exclusive right to access, and a licence to use, the Software via the Website.

"Software" means WorkforceGrowth’s proprietary software known as WorkforceGrowth and includes any Update.

"Update" means an update to the Software comprising modifications to the Software in the nature of improvements made to correct program faults or other defects, or to effect enhancements to the functionality of the Software.

"Virus" means a computer program that can copy itself and infect a computer without permission or knowledge of the user

"Website" means the Internet site at the domain www.WorkforceGrowth, or such other address notified to You by WorkforceGrowth, via which You can access and use the Software.

1.3 Interpretation:
For the purposes of this Agreement, unless the context requires otherwise:

  1. words importing the singular or plural number include the plural and singular number respectively;
  2. a reference to:
    1. a "person" includes any individual, corporation, unincorporated association, government department or municipal authority;
    2. a party to this Agreement include that party's successors and permitted assigns;
    3. “$” is a reference to the US dollor
    4. "including" and similar words do not imply any limitation.
  3. headings and subheadings are inserted for the sake of convenience only and do not affect the interpretation of this Agreement; and
  4. any covenant not to do anything also constitutes an obligation not to suffer or permit or cause that thing to be done.
2. WORKFORCEGROWTH OBLIGATIONS
2.1 WorkforceGrowth to provide Service:
WorkforceGrowth will use its best endeavours to:
  1. provide, on a non-exclusive basis, the Service to You subject to, and in accordance with, the terms of this Agreement;
  2. provide the Service in a proper, professional and workmanlike manner; and
  3. exercise due care, skill and diligence at all times,
2.2 Outages:
WorkforceGrowth will use reasonable endeavours to ensure that the Software is available to You subject to:
  1. network failures, external to WorkforceGrowth;
  2. maintenance of the Software, the Website and the computing systems and networks on which the Software is hosted that WorkforceGrowth considers is necessary, which will be planned outside of those hours considered to be high volume, or of an advised high need by You, wherever possible; and
  3. server over-utilisation due to unforeseen increase in traffic by a client and/or permitted or unauthorised users.
2.3 Computer systems:
WorkforceGrowth is responsible for procuring, at its expense, all information technology solutions and systems (including hardware and software) reasonably necessary for it to provide the Service in accordance with this Agreement.

2.4 WorkforceGrowth access to Data:
  1. You acknowledge that WorkforceGrowth may require access to the Data to fulfil its obligations under this Agreement. To the extent this is necessary, WorkforceGrowth may authorise its employees, agents or contractors to access the Data for this purpose.
  2. You must ensure that You have arranged all necessary consents and approvals for WorkforceGrowth to access the Data as described in clause 2.4(a).
  3. WorkforceGrowth must ensure that any employee, agent or contractor authorised by it under clause 2.4(a) complies with this Agreement
2.5 Data Security and Back-Up:
WorkforceGrowth will use all reasonable endeavours to ensure that the Data is held in a secure environment and is regularly backed up using at least industry standard techniques and procedures. You may request a copy of the most recent back-up of Your Data held by WorkforceGrowth, but charges may apply to retrieve this Data.

2.6 Other Services:
At Your request, WorkforceGrowth may agree to provide You with consultancy and other services (“Consultancy Services”) that relate to the Service and Software but that are additional to the Service. Such Consultancy Services will be charged at WorkforceGrowth’s standard rates applicable at the time of supply or as agreed in writing between You and WorkforceGrowth. The provision of Consultancy Services shall be governed by this Agreement and any Statement of Work to be agreed between You and WorkforceGrowth in relation to those Consultancy Services.

2.7 Support: WorkforceGrowth:
  1. will repair or replace the Software (by way of Update or otherwise), at its sole option, to correct documented code errors which are caused by a defect in an unaltered version of the Software;
  2. will provide support in accordance with WorkforceGrowth’s then current support policy to assist You with any query that it may have relating to the Service or the Software. The following email address can also be used immediately for support enquiries: support@WorkforceGrowth; and
  3. has no obligation to provide You with hard-copy documentation, upgrades or other support.
3. CLIENT OBLIGATIONS
3.1 General:
You must only use the Service and the Software for Your own lawful internal business purposes.

You must not:
  1. use the Service and the Software to transmit any unlawful, harassing, libellous, abusive, threatening, obscene or otherwise objectionable material of any kind; or
  2. decompile, reverse engineer, decrypt, resell, distribute, reproduce, or modify the Service or the Software in any way or for any purpose (or permit anyone else to do so).
3.2 Access conditions:
The provision of the Service by WorkforceGrowth is subject to Your compliance with the following conditions:
  1. Access to the Service by You is limited to Permitted Users. You must not permit any other person to access or use the Service.
  2. In accessing the Software, via the Service, You must:
    1. not impersonate another person or misrepresent authorisation to act on behalf of others or WorkforceGrowth;
    2. correctly identify the sender of all electronic transmissions;
    3. not attempt to undermine the security or integrity of WorkforceGrowth’s computing systems or networks or, where the Software is hosted by a third party, that third party’s computing systems and networks;
    4. not attempt to gain unauthorised access to the computer system on which the Software is hosted;
    5. not transmit, or input into the Software, any Data or other material in violation of any law, including Data or other material protected by copyright, legally judged to be threatening or obscene, protected by trade secrets, or that You have not obtained all necessary consents to use; and
    6. comply with any terms of use on the Website as amended from time to time, by WorkforceGrowth by posting the new terms on that Website.
3.3 10-Day Trial:
10-Day Trial: If You have registered for the 10-Day Free Trial for the Service and the Software, WorkforceGrowth grants You the limited right to use the Service and access the Software for a maximum of 10 days from the date of Acceptance by You.

3.4 Permitted Users and Passwords:
  1. You may authorise any member of Your Personnel to be a Permitted User in which case, and if requested by WorkforceGrowth, You will provide to WorkforceGrowth the Permitted User’s name and other information that WorkforceGrowth may reasonably require in relation to the Permitted User.
  2. You must ensure compliance by Your Permitted Users with the terms of this Agreement.
  3. A breach of any term of this Agreement by a Permitted User is deemed to be a breach of this Agreement by You.
  4. You will choose or be given all applicable passwords to use in connection with the Service. Each password may be used by one member of Personnel only and may not be shared or used concurrently by more than one member of Personnel. You are responsible for maintaining the confidentiality of Your passwords and account information. You are responsible for any and all activities that occur under Your account.
3.5 Client to supply Data:
  1. You will provide the Data for inputting into the Software;
  2. You will input the Data into the Software and be responsible for maintaining this Data as required.
3.6 Computer Systems:
You are responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access the Service. Permitted Users require a web browser (preferably Internet Explorer 7 or higher) with Adobe Flash 7 (free fast download if not installed) and a minimum screen resolution of 1024 X 768.

3.7 Suspending access:
Without limiting clause 10, WorkforceGrowth may restrict or suspend Your, or a Permitted User’s, access to the Software where You or a Permitted User:
  1. undermines, or attempts to undermine, the security or integrity of the Software, Service or any of the computing systems or networks on which the Software is hosted;
  2. uses, or attempts to use, the Service:
    1. for unlawful or improper purposes; or
    2. in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service; or
  3. has breached this Agreement (in WorkforceGrowth’s reasonable opinion).

3.8 Security Breach:
You must immediately notify WorkforceGrowth of any unauthorised use of Your account, or that of a Permitted User, or any other breach of security. WorkforceGrowth is not liable for any loss or damage arising from Your failure to comply with these requirements.

3.9 Notification:
WorkforceGrowth must notify You where it restricts or suspends Your, or a Permitted User’s, access under clause 3.7.

4. CHARGES AND PAYMENT
4.1 Charges, Taxes and Refunds:
During the term of this Agreement, You agree to pay WorkforceGrowth the Charges (plus GST if applicable) for the Service and any Consultancy Services supplied by WorkforceGrowth, in accordance with the Payment Terms. Except as otherwise provided, Charges are non-refundable, and the number of Profiles purchased cannot be decreased during the Term. All Charges payable by You to WorkforceGrowth under this Agreement are exclusive of all applicable federal, state, local and foreign taxes, levies and assessments. You agree to bear and be responsible for the payment of all such taxes, levies and assessments imposed on You or WorkforceGrowth arising out of this Agreement, excluding any tax based on WorkforceGrowth’s net income. If You are required by any applicable law to deduct or withhold amounts otherwise payable to WorkforceGrowth hereunder, You agree to pay the required amount to the relevant governmental authority and pay to WorkforceGrowth, in addition to the payment to which WorkforceGrowth is otherwise entitled under this Agreement, such additional amount as is necessary to ensure that the net amount actually received by WorkforceGrowth free and clear of all taxes equals the full amount WorkforceGrowth would have received had no such deduction or withholding been required.

4.2 Account Information:
You agree to provide WorkforceGrowth with accurate and complete billing and contact information, including Your legal name, company name, street address, e-mail address, and telephone number, and to notify WorkforceGrowth of any changes to this information within10 days of each such change. If the contact information You provide is false or fraudulent, WorkforceGrowth reserves the right to terminate Your access to the Service immediately without liability to You and without any obligation to return Your Data.

4.3 Invoices or Receipts:
WorkforceGrowth will provide You with a tax invoice or receipt for Charges under this Agreement after Your payment has been received by WorkforceGrowth or processed by the online payment service on the Website.

4.4 Fraudulent or Overdue Payments.
If you pay by fraudulent means, WorkforceGrowth reserves the right to immediately and permanently terminate Your access to the Service, with no liability to You and no obligation to return Your Data without prejudice to any other recourse that may be available to WorkforceGrowth. If a user frequently/haphazardly add new employees during one payment cycle (30 days) and remove the employees before the start of next due date of payment or within the current payment cycle, WorkforceGrowth reserves the right to suspend the account after informing the user.

4.5 Payment:
Other than in relation to disputed invoices (as defined in clause 4.8), You must pay an invoice no later than per the Payment Terms and without deduction or set off.

4.6 Non payment:
In the event that Your account is unpaid after due date or is otherwise delinquent, WorkforceGrowth reserves the right to suspend Your access to the Service, with no liability to You, until such amounts are paid in full. For credit card payments, an account will be considered delinquent if Your credit card company refuses for any reason to pay the amount billed to it and that amount remains unpaid thirty (30) days following the billing cycle. You agree that WorkforceGrowth may impose a charge to restore archived data from delinquent accounts.

4.7 Change of Charges
WorkforceGrowth may increase the Charges by giving You at least 30 Days’ notice, provided that:
  1. no increase may come into effect during the Initial Term; and
  2. WorkforceGrowth must not exercise this right more than once in any 12 month period.
If You do not agree with the increase, You may terminate this Agreement by giving WorkforceGrowth at least 90 Days’ notice.

4.8 Disputed invoices:
If You have a bona-fide dispute in relation to an invoice submitted under this clause 4 ("disputed invoice"), You must email “admin@WorkforceGrowth” within seven (7) days of receiving the relevant invoice, and:
  1. You must pay that part of the disputed invoice in respect of which no dispute exists, within the Payment Terms; and
  2. in respect of that part of the disputed invoice which is disputed:
    1. if the dispute is resolved at least three (3) days before the due date for payment of that invoice, then the amount agreed by the parties to be payable, or determined under clause 11.1 to be payable, must be paid by the due date; and
    2. in all other cases, the amount agreed by the parties to be payable, or determined under clause 11.1 to be payable, must be paid within fourteen (14) days of such agreement or determination.
5. SUBCONTRACTING
5.1 Appointment of subcontractors:
WorkforceGrowth may, at its sole discretion, appoint subcontractor(s) to provide any or all of the Service, including hosting the Software.

5.2 WorkforceGrowth remains liable:
WorkforceGrowth remains principally liable in accordance with the terms of this Agreement, for any of the Service supplied on its behalf by a subcontractor.

6. CONFIDENTIALITY
6.1 General obligations of confidentiality:
  1. “Confidential Information” means all information, whether written or oral, including but not limited to a party’s products, business, technical, manufacturing and research efforts, that is identified by a party as “confidential” at the time of disclosure, or that, due to its nature, the receiving party knows or should know to be confidential. Data is considered to be Your Confidential Information.
  2. Both parties agree that they will not use the other party’s Confidential Information except as necessary for the performance of this Agreement, and will not disclose to any third party any Confidential Information obtained from the other under or in connection with this Agreement, except to its agents, contractors or subcontractors with a specific need to know the same.
  3. Each party undertakes to use its best endeavours to ensure its personnel, agents, contractors and subcontractors are aware of and comply with the provisions of clause 6.1(b).
  4. In fulfilling the obligations in clause 6.1(b) and (c), each party will as a minimum standard use the same degree of care to avoid disclosure as it uses to protect it own confidential information.
6.2 Exceptions:
The obligations under clause 6.1 do not apply to the extent that information is:
  1. or becomes generally known to the public through no fault or breach of this Agreement by the receiving party;
  2. rightfully known by the receiving party at the time of disclosure without breach of an obligation of confidentiality;
  3. rightfully received by the receiving party from a third party without restriction on use or disclosure;
  4. disclosed with the prior written permission of the disclosing party;
  5. required to be disclosed pursuant to law, regulation or court order provided that the party required to make such a disclosure gives prompt notice to the other party to give that party a reasonable opportunity to contest such order or requirement.
6.3 Data:
The parties acknowledge and agree that Data held by WorkforceGrowth is held by it solely as Your agent for the purposes of the Privacy Act 1993.

6.4 Upon termination or expiration of this Agreement,
a receiving party agrees to destroy or promptly return to a disclosing party all tangible items relating to discloser’s Confidential Information.

7. INTELLECTUAL PROPERTY
7.1 Ownership:
  1. Subject to clause 7.1(b), title to, and all Intellectual Property Rights in, the Software, including Updates, regardless of the source of inspiration and regardless of whether You have provided input to any Update, and any documentation on, or in relation to, the Software or Service, shall remain the property of WorkforceGrowth (or its licensors).
  2. Title to, and all Intellectual Property Rights in, the Data remains Your property. WorkforceGrowth has no right, title or interest in any personally identifiable information related to You, Personnel or Permitted Users.
7.2 Intellectual Property Rights warranty:
WorkforceGrowth warrants to the best of its knowledge and belief that Your use of the Software or Service in accordance with this Agreement does not infringe the Intellectual Property Rights of any third person.

7.3 Intellectual property indemnity:
  1. WorkforceGrowth shall defend and indemnify You against, and pay the costs (including legal costs on a solicitor own client basis), damages or liability arising out of, any action, claim, or settlement alleging infringement of any third party’s Intellectual Property Rights (“IP Claim”) arising out of or in connection with Your use of the Software or Service in accordance with this Agreement, subject to You:
    1. promptly notifying WorkforceGrowth in writing of any allegation of infringement;
    2. making no admission without WorkforceGrowth’s consent; and
    3. at WorkforceGrowth’s request, allowing WorkforceGrowth to conduct and/or settle all negotiations and litigation and giving WorkforceGrowth all reasonable assistance. The costs incurred or recovered in such negotiations and litigation will be for the account of WorkforceGrowth.
  2. If at any time an IP Claim is made, or in WorkforceGrowth’s reasonable opinion is likely to be made, or in the defence or settlement of such claim, WorkforceGrowth may (at its option):
    1. modify or replace the items which are subject to the IP Claim so they become non-infringing, provided that this does not have a material adverse effect on the Software or Service; or
    2. procure for You the right to continue using the items which are subject to the IP Claim.
  3. WorkforceGrowth is not obliged to indemnify You under this clause to the extent that an IP Claim arises from or in connection with:
    1. use of the Software by You in a manner or for a purpose not reasonably contemplated by the Agreement or not authorised by WorkforceGrowth; or
    2. use of the Software or Service in combination by any means and in any form with other items not specifically approved by WorkforceGrowth.
8. WARRANTIES
8.1 Authority:
You warrant that You have full power and authority to enter into and perform Your obligations under this Agreement..

8.2 Performance of Software:
WorkforceGrowth warrants that the Software will function substantially in accordance with the functionality published by WorkforceGrowth on its Website. You acknowledge that the Software is complicated and technical in nature and may have minor or inherent defects.

8.3 Viruses:
WorkforceGrowth will use its best endeavours to ensure that the Software is free of any known Viruses.

8.4 No implied warranties:
WorkforceGrowth’s warranties are limited to those set out in this Agreement and any implied conditions or warranties are excluded to the extent permitted by law. Without limitation and despite anything to the contrary in this Agreement, WorkforceGrowth does not warrant that the Service (including the Software):
  1. will meet any unreasonable client requirement;
  2. will be uninterrupted or free of errors or defects; or
  3. is fault-tolerant or designed, manufactured or intended for use in environments requiring fail-safe performance, in which failure of the Service or Software could lead directly to death, personal injury or physical or environmental damage.
8.5 Limitation of remedies:
Where legislation or rule of law implies into this Agreement any condition or warranty, and that legislation avoids or prohibits provisions in a contract excluding or modifying the application or exercise of a liability under such condition or warranty, the condition or warranty is deemed to be included in this Agreement. However, the liability of WorkforceGrowth for any breach of such condition or warranty is limited, at the option of WorkforceGrowth, to one or both of the following:
  1. supplying the Service again; or
  2. paying the costs of having the Service supplied again.
8.6 Consumer guarantees:
You agree and represents that You are acquiring the Service and entering this Agreement for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply to the supply of the Service or this Agreement.

9. LIMITATIONS

9.1 Unrecoverable losses:
Neither party is liable to the other party for any indirect, incidental or consequential loss or damage or loss of revenue, profit, savings, or Data arising out of or in connection with this Agreement. This clause does not apply to Your liability to pay the Charges when due and payable under this Agreement.

9.2 Liability of WorkforceGrowth:
  1. Subject to clause 9.2 (b), the maximum aggregate liability of WorkforceGrowth under or in connection with this Agreement in any 12 month period must not exceed the Charges paid in the preceding 12 months.
  2. Clause 9.2(a) does not limit either party’s liability under clause 6, WorkforceGrowth’s liability under clause 7.3, or Your liability under clause 9.5.

9.3 Extent of limitations:
The limitations and exclusions of liability in this clause 9 are separate limitations and exclusions and apply regardless of whether such liability arises in contract, tort (including negligence) or otherwise.

9.4 Mitigation:
Each party must take all reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with this Agreement.

9.5 Indemnity: You indemnify and keep indemnified, WorkforceGrowth and its employees, contractors and agents from and against any and all, direct loss,, costs, expenses, demands, damage or liability (whether criminal or civil), including reasonable legal fees, resulting from or in connection with:

  1. a breach of this Agreement by You or Your Personnel; and/or
  2. any action or claim in respect of the Data or any part of it.
10. TERM AND TERMINATION
10.1 Term:
  1. 10-Day Trial Term: If You are participating in WorkforceGrowth’s 10-Day Free Trial, this Agreement lasts 10 days from the date of Acceptance. At the conclusion of the free 10-Day Trial, if You choose not to purchase ongoing rights to the Service, You must immediately cease all use of the Service, including the Software, and destroy all documentation relating to the Service or the Software.
  2. Term: If you elect to purchase ongoing rights to the Service, this Agreement continues from the date of receipt by WorkforceGrowth of Your Confirmation that you wish to purchase such ongoing rights, until terminated in accordance with this Agreement. If you are not participating in WorkforceGrowth’s 10-Day Free Trial, this Agreement commences on the date of receipt by WorkforceGrowth of Your Confirmation that you wish to receive the Service, and continues from that date until terminated in accordance with this Agreement. In each case, the “Term”. The “Initial Term” is the initial 12 months of the Term as described herein.
  3. Future Term is the period of the Term after the expiry of the Initial Term. Charges for any Future Term will be available on the Website or will be advised to You by WorkforceGrowth at least thirty (30) days prior to the end of the current Charges period.
10.2 Automatic termination:
This Agreement automatically terminates, without liability on the part of WorkforceGrowth, on 10 Business Days’ notice by WorkforceGrowth if it loses, for any reason, the right to provide the Service to You.

10.3 Termination for cause:
Either party may terminate this Agreement immediately by giving notice to the other party, if the other party:
  1. commits a material breach of this Agreement and fails to remedy that breach within 10 Business Days of receipt of notice of the breach from the first party; or
  2. becomes insolvent, is placed in receivership or liquidation, is the subject of any winding up or liquidation resolution or order, or is subject to any other form of insolvency action or administration.
10.4 Deletion of Data:
  1. Upon the expiry or termination of this Agreement, WorkforceGrowth must delete from the Software all Data relating to Profiles.
  2. Prior to the Data being deleted, WorkforceGrowth must provide You with all Data in a utilisable format which is to be agreed between the parties but will in any event be in compliance with the applicable industry standard electronic format for such services similar to the Service (an ANSI Standard SQL).
10.5 Expiry or termination:
Clauses 6, 7, 8, 9 and 10 survive the expiry or termination of this Agreement.

10.6 Effect of termination:
Termination of the Agreement is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination.

11. GENERAL
11.1 Disputes:
  1. The parties must work together in good faith to resolve any dispute or difference arising between them under or in connection with this Agreement. If the dispute or difference is not resolved within 20 Business Days, either party can exercise any right including legal proceedings.
  2. Pending resolution of a dispute, each party, to the extent it is able, must continue to perform its obligations under this Agreement.
11.2 Force Majeure:
  1. Neither party is liable to the other for any failure to perform its obligations under this Agreement (other than Your obligation to pay the Charges) by reason of any cause or circumstance that is caused by Force Majeure.
  2. The party affected must:
    1. immediately notify the other party in writing and provide full information concerning the Force Majeure event including an estimate of the time likely to be required to overcome that event;
    2. use best endeavours to overcome the event and minimise any loss to the other parties; and
    3. continue to perform its obligations as far as practicable.
  3. A party may terminate this Agreement by notice in writing if, as a result of Force Majeure, either party is unable to perform any of its material obligations under this Agreement for 20 Business Days or more.
11.3 Notices:
Each notice, agreement and other communication (each a "communication") to be given, delivered or made under this Agreement for the attention of WorkforceGrowth, must be in writing but may be sent by personal delivery, post (by airmail), facsimile to the address or facsimile number set out below or by e-mail to the e-mail address below (or to any other address or number from time to time designated for that purpose by notice from WorkforceGrowth).

Address: 201-D Glen Andrew Drive, Glenshaw, PA 15116
Facsimile:
Attention: Haris Khan
E-mail: “hkhan@WorkforceGrowth”

A communication under this Agreement is effective:
  1. in the case of personal delivery, when delivered;
  2. if posted or delivered to a document exchange, 3 Business Days, in the place of receipt, after posting or delivery to the document exchange; and
  3. if made by facsimile, upon production of a transmission report by the machine from which the facsimile was sent which indicates the facsimile was sent in its entirety to the facsimile number of the recipient designated for the purposes of this Agreement,
  4. if by e-mail, and the sending email system confirms the notice was delivered successfully, the notice is deemed to be received by the other party on the day of that confirmation provided that any communication received or deemed received after 5pm on a day which is not a Business Day is deemed not to have been received until the next Business Day.
11.4 Restrictions on assignment:
  1. You must not assign or attempt to assign any of Your rights, interests or obligations under this Agreement except with the prior written consent of WorkforceGrowth.
  2. Any transfer of shares, or any other arrangement affecting You or Your holding company, which results in a change of effective control of You is deemed to be an assignment subject to clause 11.4(a).
11.5 No partnership/agency:
Subject to clause 6.3, nothing contained in this Agreement is deemed to constitute the parties as partners nor constitute a party the agent or legal representative of the other party. No party has authority to act or to assume any obligation or liability on behalf of the other party except as expressly provided in this Agreement.

11.6 Waiver:
No forbearance, delay or indulgence on the part of either party in enforcing any provision of this Agreement shall prejudice or restrict the rights of that party nor shall any waiver of any of its rights operate as a waiver of any subsequent breach.

11.7 Severability:
If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.

11.8 Entire agreement:
This Agreement supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitutes the entire agreement between You and WorkforceGrowth relating to the Service and the Software and the other matters dealt with in this Agreement

11.9 Governing law and jurisdiction:
This Agreement is governed by the laws of USA and the courts of USA shall have non-exclusive jurisdiction in any proceedings arising under or in relation to this Agreement.

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