These Terms of Use (the “TOU”) constitute a legal contract between Workrate Insights Ltd (“Workrate”), which owns, operates, or controls one website and a separate platform, including, without limitation, theworkrate.com (the “Site(s)”) and you, the person or entity visiting, accessing, or using the Site (“You” or “Customer”).

 

By visiting, accessing, or using the Sites, You acknowledge that You have read, understood, and agree to be bound by these TOU. If You do not agree to these TOU, You may not use the Sites.

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ARBITRATION NOTICE AND Litigation WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO Litigate.

 

If you are a corporation:

These Terms of Use (the “TOU” ) constitute a legal contract between Workrate Insights Ltd, (“ Workrate”), which owns, operates, or control’s various websites, including, without limitation, theworkrate.com (the “Site(s)”) and [Customer Name] “Customer”). By visiting, accessing, or using the Sites, You acknowledge that You have read, understood, and agree to be bound by these TOU. If You do not agree to these TOU, You may not use the Sites.

Workrate reserves the right to change, modify, add, or remove portions of these TOU at any time. All changes will be posted on theworkrate.com and, in such event, Workrate will update the "Last updated" date above. Please be sure to review any changes made to these TOU by occasionally checking this page for updates. Your continued use of the Sites and Service will constitute your agreement to such updated TOU.

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1. SOFTWARE SERVICE

Subject to this agreement (“Agreement”), Workrate will provide Customer with access to use a subscription to Workrate’s Software as a Service (SaaS) and other services (the “Subscription Service”) and/or Consulting Services (as defined herein) as purchased either via any and all Workrate websites or purchased in an order (each separately and together, the “Service”) for the duration of the Subscription Term (as defined herein). As part of provision of the Service, Workrate may provide Customer with access to various compensation, HR, and/or other information or data (the “Workrate Data”) which Customer may only use solely and exclusively for its own internal purposes.

 

2. USE OF SERVICE

2.1 Customer Data

All data and information uploaded or otherwise submitted into the Service by Customer (“Customer Data”) will remain the property of Customer. Customer represents and warrants to Workrate that it has full power and authority to enter into the Agreement and to convey all rights granted to Workrate under the Agreement, including all rights in and to the Customer Data. Customer grants Workrate the right to use, modify and anonymize and aggregate Customer Data for purposes including, but not limited to providing aggregated and anonymized compensation analysis and information. Such aggregated and anonymized information is deemed Workrate Data and is excluded from Customer Data. Workrate will never share any data provided to Workrate other than in an aggregated and anonymized format.

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2.2 Access and Usage

Customer may allow its employees and their third parties to access the Service and any data contained therein in compliance with the terms of the Agreement, which access must be for the sole and exclusive benefit of Customer. Customer is responsible for the compliance with the Agreement by its employees and their third parties. You are responsible for access and use of Workrate Data. Accordingly, you agree to indemnify and hold harmless Workrate for any and all loss, damage or liability incurred by Workrate as a result of a breach by You or any other party to whom you have shared Workrate Data with as permitted under this Agreement.

You represent that You seek access to the Service for the sole and exclusive purposes as authorized in this Agreement. Your access, is subject at all times to: your own employees being made aware that any insubstantial parts of Workrate Data to whom they are given access are made aware that such access must adhere to the terms of this Agreement, particularly sections 2.2 and section 4.2 and that use of any such parts of Workrate Data are properly attributed to Workrate.

Workrate Data cannot be shared with any third parties for any reason whatsoever without first securing a non-disclosure agreement between you, the third party, and Workrate and which is satisfactory to Workrate. Workrate Data may not be used for any other purpose including, without limitation, any purpose which may result in the development and provision of products or services competitive to Workrate, the disparagement of Workrate’s reputation, or injury to Workrate in its business or public affairs.

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2.3 Customer Responsibilities

Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Workrate promptly of any such unauthorized access; and (iv) must use the Service only in accordance with the Service’s technical documentation and applicable law. You also must not host any Workrate Data, such as a survey, in a third party’s software without first having in place and signed by the third party, You, and Workrate, a Non-Disclosure Agreement, which is satisfactory to Workrate.

As a Consultant, you may:

1. Use the Service to provide data or analytics to a single consulting client with whom you are working on a single compensation project with.

2. Download and/or export insignificant parts of Workrate Data for use with a single consulting client at one time.

3. Transfer Workrate Data to a single consulting client so long as a) such client agrees to abide by the same terms and conditions contained within this Agreement and b) such client adheres to the same level of privacy protection and other rights afforded by this Agreement.

4. The rights above are further conditioned upon and granted to you upon your agreement to use only insignificant parts of the Workrate Data.

Workrate has the right at any time to ask for and receive within 30 days of its request a full and complete report from you describing all third parties including consulting clients with access to Workrate Data and/or Surveys and for Workrate to conduct an audit (at Workrate’s sole expense) of your records to ensure compliance with the terms of this Agreement. Should an audit not be permitted, then it is assumed that such third party is acting in violation of the terms of this Agreement.

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2.4 Safeguards

Workrate will take commercially appropriate and reasonable physical, technical, and administrative measures to safeguard, protect, and secure the Service and Customer Data. In addition, Workrate will only use Customer Data in accordance with the Agreement and Workrate’s Privacy Policy located at [link to privacy policy ]  (“Privacy Policy”).

 

3. Workrate PROPERTY

All Workrate provided data, workflow processes, user interface, designs and other technologies and data provided to Customer by Workrate, including the Service and Workrate Data, are the proprietary property of Workrate and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Workrate (or its licensors as the case may be). Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Workrate reserves all rights unless expressly granted in the Agreement. The Agreement does not grant Customer any ownership rights in or to the Service or Workrate Data.

 

4. USE RESTRICTIONS

 

4.1 Prohibited Data

Customer agrees not to use the Service to store, transmit, process, or otherwise handle (i) infringing material, unsolicited marketing emails, libelous material, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights. Customer Data and Confidential Information expressly exclude Prohibited Data. Workrate disclaims all liability arising from or related to the Prohibited Data.

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4.2 Prohibited Use

Customer agrees that it will not (i) commercially exploit, including but not limited to selling, reselling, renting, leasing, lending, providing, commercially exploiting or making available the Service or the Workrate Data to a third party or use Workrate Data in a service provider capacity or make them available to third parties; (ii) store any Workrate Data in an archive, library, or any other storage mechanism; (ii) interfere with or disrupt the integrity or performance of the Service or use the Service or Workrate Data in violation of applicable law; (iii) attempt to gain unauthorized access to the Service or their related systems or networks; (iv) reverse engineer the Service;(v) aggregate insubstantial parts of Workrate Data for machine learning or artificial intelligence purposes; (vi) upload to the Service or use the Service in conjunction with any viruses, worms, malware, spyware, or other malicious or harmful files, programs, code, or similar material; or (vii) access the Service or the Workrate Data for purposes of sharing with a competitor of Workrate or to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.

You may not copy, cut and paste, email, broadcast, adapt, edit, re-utilize, reproduce, publish, post, disseminate, reverse engineer, sell, extract, paraphrase, or create any derivative works based on the Workrate Data for any reason whatsoever including, but not limited to other analytics or artificial intelligence environments. You also agree not to provide access to Workrate Data to anyone else other than your fellow employees who have an explicit need to know or use such Workrate Data. If You become aware of scraping or any other automated collection of data found on the website in violation of these terms You must immediately report any and all such violations via email to clients@theworkrate.com

 

5. TERM AND TERMINATION

5.1 Term

The term of the Agreement will commence on the Subscription Start Date and expire on the Subscription End Date as specified in the applicable and any and all website purchases or this Agreement, order (such period, the “Subscription Term”) and cannot be cancelled or otherwise terminated prior to the conclusion of the Subscription Term.

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5.2 Return Workrate Property Upon Termination

Upon termination of this Agreement for any reason, Customer must destroy or return all property of Workrate, including all Workrate Data and will, upon Workrate’s request, confirm in writing its compliance with this destruction or return requirement.

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5.3 Suspension for Violations

Workrate may suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law or is in breach of the Agreement. Workrate will attempt to contact Customer prior to suspension under this paragraph.

 

6. MUTUAL CONFIDENTIALITY

6.1 Definition of Confidential Information

Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Workrate’s Confidential Information includes without limitation the Service, its user interface design and layout, pricing information about the Service, and all Workrate Data. Customer’s Confidential Information includes without limitation Customer Data. Confidential Information include Anonymised Data.

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6.2 Protection of Confidential Information

The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information of a similar nature (but in no event less than reasonable care). Recipient agrees not to disclose or use any Confidential Information of the Discloser for any purpose except as permitted by the Agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and third parties who need such access in order to deliver the Service and who are bound by confidentiality obligations no less restrictive than the confidentiality terms of this Agreement.

 

6.3 Exclusions

Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was or becomes known to the Recipient without, to Recipient’s reasonable knowledge, breach of any obligation owed to the Discloser, or (iii) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will, to the extent not prohibited by law, provide Discloser with reasonable advance notice in order to allow Discloser an opportunity to seek a protective order.

 

7. NOTICE

Except as otherwise specified in the Agreement, any notice required to be sent under the Agreement must be sent as specified below.

Notice to Workrate

By email: clients@theworkrate.com. The notice should be signed and attached to the email.

Notice to Customer

Customer’s address as provided in Workrate’s account information for Customer. Customer agrees that it is Customer’s responsibility keep its contact and billing information with Workrate up to date. Workrate may give general notice via Workrate’s website or through the Service and will be deemed received upon posting on Workrate’s website or through the Service. Workrate may also provide email notice to the email address in Workrate’s account information for Customer and will be deemed received upon being sent by Workrate.

 

8. PRODUCT SPECIFIC TERMS

Workrate offers a variety of products and services some of which require additional terms specific to the relevant product or service. This clause sets forth additional terms that apply to Customer’s use of the specified products, (s) and service(s) and, in the event of a conflict between this clause (including the sub-clauses below) and any other clause of this Agreement, the applicable clause below will control.

 

9. ENTIRE AGREEMENT AND CHANGES

9.1 Entire Agreement

The Agreement constitutes the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in the Agreement. No representation, promise or inducement not included in the Agreement is binding.

 

9.2 Updates

We’re always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services. We’ll try to give you notice when we make a material change to the Services that would adversely affect you, but this isn’t always practical. We reserve the right to remove any Content from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

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9.3 Objections to Updates

If Customer provides Workrate with written notice to clients@theworkrate.com that Customer objects to the updated or otherwise modified terms within thirty (30) days after the terms of this Agreement are updated or otherwise modified, the remainder of Customer’s then-current Subscription Term will be governed by the version of the Agreement terms then in effect immediately preceding the objectionable version. For clarity, any renewal or subsequent Subscription Term will be governed by the version of the terms of the Agreement available at the time of such renewal or subsequent Subscription Term.

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10. OTHER TERMS

10.1 Warranty Disclaimer. Workrate and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Workrate and all such parties together, the “Workrate Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Workrate Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Workrate Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY WORKRATE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

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10.2 Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE WORKRATE PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) USD 1,500 OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO WORKRATE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL.

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10.3 Indemnity. You agree to indemnify and hold the Workrate Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

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10.4 Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Workrate's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

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10.5 Choice of Law. These Terms are governed by and will be construed under the Laws of Mauritius.

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10.6 Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Workrate and limits the manner in which you can seek relief from Workrate. Both you and Workrate acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Workrate's officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

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10.7 Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Workrate may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Workrate agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Workrate, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Workrate, and you do not have any authority of any kind to bind Workrate in any respect whatsoever.

 

10.8 Authority. Each party represents and warrants to that it has all necessary power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms

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