Terms of Use

INTRODUCTION

Welcome to Workhive.

These Terms of Use ("Terms") govern access to and use of the Workhive technology platform, including its web version, mobile applications, modules, features, interfaces, APIs, and related integrations (the "Platform").

The Platform is owned by EmQu LLC, a limited liability company organized under the laws of the State of Delaware, United States of America ("EmQu," "we," or "our").

By creating an account, accessing, or using the Platform, you agree to be legally bound by these Terms, as well as by Workhive's Privacy Policy.

If you accept these Terms on behalf of a company or organization, you represent and warrant that you have sufficient authority to bind that entity. In that case, any reference to the Client will include that organization, which will be responsible for the use of the Platform by its authorized Users.

If you do not agree with these Terms, you must not access or use the Platform.

1. ACCEPTANCE OF THE TERMS

1.1 Nature of the Agreement

These Terms constitute a legally binding agreement between EmQu and the Client regarding access to and use of the Platform.

Acceptance of these Terms through electronic means will have the same validity and legal effect as a handwritten signature, to the fullest extent permitted by applicable law.

1.2 Electronic Acceptance

The Client will be deemed to have accepted these Terms by clicking the "I Agree" button, checking the corresponding acceptance box, or using any equivalent electronic mechanism during registration or contracting of the Platform.

EmQu may retain electronic evidence of acceptance, including the date, time, User, version of the Terms accepted, and other reasonably available technical information.

1.3 Authorized Users

The Client may authorize other individuals to use the Platform under its account.

The Client is responsible for ensuring that such Users are aware of and comply with these Terms, and is responsible for the actions or omissions carried out from its organization, unless applicable law expressly provides otherwise.

2. DEFINITIONS

For purposes of these Terms, capitalized terms have the meaning indicated below:

• Administrator: A User designated by the Client with authority to configure the Platform, manage Users, assign permissions, and access administrative functions.
• Client: An individual or legal entity that subscribes to use the Platform.
• Account: A record created on the Platform that grants access to the Services through authentication credentials.
• Client Data: All information, records, documents, images, videos, evidence, forms, reports, files, configurations, and other content uploaded, generated, or stored by the Client or its Users within the Platform.
• Evidence: Any photograph, video, document, form, electronic signature, record, incident, checklist, or file generated or stored through the Platform as part of an operation.
• Geofence: A geographic perimeter defined by the Client to enable or restrict certain Platform features based on the location of the User's device.
• Biometric Information: Data used to identify or verify a person through physical or biological characteristics, including, when the feature is enabled, facial recognition.
• Platform: The software known as Workhive, including its mobile applications, web version, modules, features, APIs, interfaces, updates, and associated services.
• Services: The features offered by Workhive under the subscription plan contracted by the Client.
• User: A person authorized by the Client to access and use the Platform.
• Plan: The subscription tier selected by the Client, with its corresponding features, capabilities, and limits.
• Subscription: The temporary right to access and use the Platform under the contracted Plan and these Terms.

3. ELIGIBILITY, REGISTRATION, AND ACCOUNT ADMINISTRATION

3.1 Eligibility

To use the Platform, the Client represents that: a) it has the legal capacity to enter into contracts; b) it will use the Platform exclusively for lawful purposes; c) all information provided during registration is true, complete, and up to date.

3.2 Account Registration

The Client must provide the information requested during the registration process and keep it up to date while using the Platform.

EmQu may reject or suspend registrations that contain false, incomplete, or fraudulent information, or that could affect the security or operation of the Platform.

3.3 Credential Security

The Client is responsible for maintaining the confidentiality of its access credentials and for implementing reasonable measures to prevent unauthorized access.

The Client must notify EmQu without undue delay of any unauthorized use of its Account or any security incident of which it becomes aware.

3.4 User Administration

The Client is solely responsible for: creating, modifying, and removing Users; assigning roles and permissions; controlling access to the Platform; and verifying that only authorized individuals use the Account.

EmQu will not be liable for access performed with valid credentials assigned by the Client itself.

4. SUBSCRIPTIONS, BILLING, AND PAYMENTS

4.1 Subscription Plans

Workhive offers different subscription plans with specific features, capabilities, and limits.

The characteristics of each plan, including available features, storage capacity, number of Users, included modules, and other technical or commercial specifications, will be those published by EmQu on the Platform or during the contracting process.

4.2 Contracting and Term

The subscription to Workhive will take effect once EmQu confirms the Client's registration and, where applicable, receives the corresponding initial payment.

The subscription has a monthly term and will renew automatically for successive monthly periods, unless the Client cancels it before the start of the next billing period.

4.3 Payment

The Client agrees to promptly pay all amounts corresponding to the contracted plan.

Payments must be made using the methods enabled by EmQu within the Platform.

4.4 Taxes

Unless expressly stated otherwise, all prices published by EmQu are exclusive of applicable taxes, duties, or contributions.

4.5 Non-Payment

If the Client fails to pay any amount due, EmQu may, upon notice when reasonably possible: partially or fully suspend access to the Platform; restrict certain features; prevent the storage of new information; cancel automatic renewal of the subscription; or terminate the contractual relationship in accordance with these Terms.

4.6 Plan Changes

The Client may request a change to a higher or lower plan when that option is available within the Platform.

4.7 Cancellation and Refunds

The Client may cancel its subscription at any time through the Platform or through the mechanisms enabled by EmQu.

Unless applicable law expressly provides otherwise, payments made are non-refundable.

4.8 Price Changes

EmQu may modify the prices of its subscription plans for future renewal periods.

When a change affects an active subscription, EmQu will notify the Client with reasonable advance notice before the new price takes effect.

5. LICENSE TO USE

5.1 Grant of License

Subject to compliance with these Terms and payment of applicable amounts, EmQu grants the Client a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to access and use the Platform for the term of the contracted subscription.

5.2 Scope of the License

The license granted under these Terms does not involve the sale, assignment, or transfer of any rights in the Platform or any of its components.

5.3 License Restrictions

Except with EmQu's prior written authorization or when expressly permitted by applicable law, the Client may not:

1. copy, modify, adapt, or create derivative works of the Platform;
2. decompile, disassemble, reverse engineer, or attempt to obtain the Platform's source code;
3. sell, lease, sublicense, distribute, assign, or commercially exploit the Platform;
4. remove, hide, or alter intellectual property or copyright notices contained in the Platform;
5. use the Platform to develop, train, offer, or market products or services that compete with Workhive;
6. allow access by unauthorized persons or share credentials in violation of the contracted plan.

5.4 Reservation of Rights

All rights not expressly granted to the Client under these Terms remain reserved to EmQu.

6. USE OF THE PLATFORM AND CLIENT RESPONSIBILITIES

6.1 Permitted Use

The Client may use the Platform exclusively for internal purposes related to the administration, supervision, coordination, and management of its operations, in accordance with the contracted subscription plan and these Terms.

6.2 Prohibited Uses

The Client and its Users shall refrain from:

1. using the Platform for unlawful, fraudulent activities or activities contrary to applicable law;
2. attempting to gain unauthorized access to the Platform, servers, databases, or any related system;
3. interfering with the operation, availability, or security of the Platform;
4. introducing viruses, malware, ransomware, malicious code, or any other element intended to affect the Platform or third-party systems;
5. using automated tools, bots, scrapers, or similar mechanisms to extract information from the Platform without EmQu's prior written authorization;
6. sharing access credentials or allowing use of the Platform by unauthorized persons;
7. using the Platform in a manner that affects the experience of other clients or the proper functioning of the Service.

6.3 Client Responsibilities

The Client is responsible for: information recorded or uploaded by its Users; properly managing permissions and access to the Platform; maintaining the confidentiality of its credentials; using the Platform in accordance with applicable labor, privacy, data protection, and other applicable laws; and obtaining the authorizations, notices, and consents necessary for the processing of personal data, biometric information, photographs, geolocation, or other information it chooses to collect through the Platform.

7. CLIENT DATA, EVIDENCE, STORAGE, AND RETENTION

7.1 Data Ownership

All Client Data and Evidence recorded, uploaded, or generated through the Platform remain the property of the Client or its respective owners.

These Terms do not transfer to EmQu any ownership rights over Client Data.

7.2 Evidence and Content

The Platform allows storage of information related to the Client's operation, including: photographs, videos, documents, forms, checklists, electronic signatures, incidents, attendance records, patrols, reports, and any other Evidence generated through the Platform.

7.3 Responsibility for Content

The Client represents and warrants that it has the rights, permissions, authorizations, and legal bases necessary to store and process the information recorded on the Platform.

7.4 Storage

Each Plan includes the storage capacity, file limits, and other technical restrictions disclosed on the Plans and Pricing page.

7.5 Retention and Deletion of Information

Client Data will remain available while the subscription is active.

Once the subscription is canceled or terminated, Client Data will remain available for a period of thirty (30) calendar days, so that the Client may download or export the information available through the features enabled by the Platform.

7.6 Downloading Information

During the term of the subscription and during the thirty (30) calendar day period following its cancellation or termination, the Client may download or export the information available through the features enabled by the Platform.

7.7 Information Security

EmQu will implement commercially reasonable administrative, technical, and organizational measures to protect Client Data against unauthorized access, use, alteration, or disclosure.

8. GEOLOCATION, GEOFENCES, FACIAL RECOGNITION

8.1 Location-Based Features

The Platform may use geolocation information from the User's device to enable certain features, including: attendance recording, check-in and check-out validation, geofences, patrols, georeferenced evidence, and tracking of operational activities.

8.2 Geofences

The creation, configuration, and administration of geofences is the Client's sole responsibility.

EmQu does not guarantee that the location reported by the User's device will exactly match its physical location.

8.3 Facial Recognition and Biometric Features

When the Client enables facial recognition or other biometric mechanisms available on the Platform, it is solely responsible for: determining whether such features may be used in accordance with applicable law; obtaining any legally required consents, authorizations, or notices; and informing its Users about the processing of their biometric data.

8.4 Device Permissions

Some Platform features may require access to certain capabilities of the User's device, such as: location, camera, microphone, storage, notifications, or internet connectivity.

8.5 Accuracy of Information

EmQu does not guarantee that all information recorded by the Platform will be complete, continuous, accurate, or error-free at all times.

9. INTELLECTUAL PROPERTY

9.1 Ownership

The Platform, including its software, object code, source code, algorithms, databases, interfaces, designs, architecture, documentation, content, trademarks, trade names, logos, graphics, features, modules, improvements, developments, and any other element related to Workhive, are the exclusive property of EmQu or its licensors.

9.2 Feedback

The Client may provide EmQu with suggestions, comments, recommendations, or improvement proposals related to the Platform.

Unless otherwise expressly agreed in writing, the Client acknowledges that EmQu may freely use such feedback to develop, improve, or modify the Platform.

9.3 Trademarks

The Client may not use the Workhive or EmQu name, logos, trademarks, trade names, or any other distinctive sign without EmQu's prior written authorization.

10. AVAILABILITY, MAINTENANCE, AND SUPPORT

10.1 Service Availability

EmQu will make commercially reasonable efforts to keep the Platform available and operating continuously.

Nevertheless, the Client acknowledges that the Platform may experience temporary interruptions arising from: scheduled maintenance, updates, service improvements, technical failures, security incidents, force majeure events, or events beyond EmQu's reasonable control.

10.2 Maintenance

EmQu may perform preventive, corrective, or evolutionary maintenance tasks that involve the temporary suspension of certain Platform features.

10.3 Third-Party Services

The Platform may depend on or integrate with services provided by third parties, including cloud infrastructure, mapping, notification, authentication, payment processing, storage, or other technology services.

10.4 Technical Support

EmQu may make technical support channels available to the Client to address inquiries, report incidents, receive assistance requests, or follow up on issues related to the Platform.

11. DISCLAIMER OF WARRANTIES

11.1 Nature of the Service

The Platform is provided "as is" and "as available," to the fullest extent permitted by applicable law.

11.2 Disclaimer of Warranties

Unless expressly agreed in writing by EmQu, EmQu makes no warranties of any kind, express or implied, including warranties of: continuous availability, merchantability, fitness for a particular purpose, absence of errors, compatibility with any device or system, or results derived from the use of the Platform.

12. LIMITATION OF LIABILITY

12.1 Scope

To the fullest extent permitted by applicable law, EmQu will only be liable for direct damages legally attributable to it.

12.2 Exclusion of Damages

In no event will EmQu be liable for: loss of profits, loss of revenue, loss of business opportunities, loss of information caused by actions of the Client or its Users, business interruption, indirect damages, incidental damages, special damages, consequential damages, or punitive or exemplary damages.

12.3 Maximum Liability Cap

EmQu's total cumulative liability arising from these Terms or the use of the Platform will not exceed, in the aggregate, the amount actually paid by the Client to EmQu during the twelve (12) months immediately preceding the event giving rise to the claim.

13. INDEMNIFICATION

The Client agrees to defend, indemnify, and hold harmless EmQu, its affiliates, officers, employees, and representatives from and against any claim, demand, proceeding, penalty, loss, damage, cost, or expense (including reasonable attorneys' fees) arising from:

1. the Client's or its Users' breach of these Terms;
2. use of the Platform in violation of applicable law;
3. Client Data, Evidence, or any content uploaded to the Platform;
4. the Client's collection, processing, or use of personal data, biometric information, or geolocation; or
5. infringement of third-party rights caused by the Client or its Users.

14. GENERAL PROVISIONS

14.1 Service Suspension

EmQu may temporarily suspend, in whole or in part, access to the Platform when: the Client breaches these Terms; there is a failure to pay; it is necessary to protect the security, integrity, or availability of the Platform; there is a reasonable risk of fraud, misuse, or unauthorized access; or it is required by a competent authority or applicable law.

14.2 Termination

The Client may cancel its subscription at any time in accordance with Section 4.7.

EmQu may terminate the subscription when: there is a material breach of these Terms; the Client uses the Platform for unlawful activities; the continuity of the Service poses a risk to EmQu, other clients, or third parties; or a legal obligation prevents EmQu from continuing to provide the Service.

14.3 Force Majeure

EmQu will not be liable for delays, interruptions, or failures resulting from events beyond its reasonable control, including: natural disasters, fires, wars, labor disputes, pandemics, government actions, widespread failures or outages of third-party providers, or large-scale cyberattacks.

14.4 Changes to the Terms

EmQu may modify these Terms when necessary for legal, regulatory, technical, security, commercial reasons, or reasons arising from the evolution of the Platform.

14.5 Severability

If any provision of these Terms is declared invalid or unenforceable by a competent authority, the remaining provisions will remain in full force and effect.

14.6 Assignment

The Client may not assign its rights or obligations under these Terms without EmQu's prior written authorization.

14.7 Entire Agreement

These Terms, together with the Privacy Policy and any document expressly incorporated by reference, constitute the entire agreement between EmQu and the Client regarding use of the Platform.

14.8 Governing Law and Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles.

The parties will use good faith efforts to resolve any dispute related to these Terms. If an amicable resolution cannot be reached, disputes will be submitted to the competent courts of the State of Delaware.

14.9 Contact Information

For any inquiries related to these Terms, the Client may contact:

EmQu LLC
A Delaware Limited Liability Company
Email: legal@workhiveapp.com