Terms of Service
Introduction
These Terms of Service ("Terms") govern your access to and use of the services provided by Beyond Work Inc. ("Beyond Work", "we", "us", or "our"), including our workplace automation platform and related products (collectively, the "Services"). By using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, please do not use our Services.
In addition to these terms, access to and use of the Services will require your agreement to and execution of our formal contractual agreements, including our standard statement of work and end user license agreement which will include additional terms you must accept and in case of a conflict with those agreements and the terms defined below, our formal contractual agreements will take precedence.
Definitions
- Client: The entity or individual that has entered into an agreement with Beyond Work for the use of our Services.
- Client Content: Any data, information, or material provided by the Client for use with the Services.
- Confidential Information: Information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
- Services: The software-as-a-service products, including the workplace automation platform, provided by Beyond Work.
- Work Blocks: Units of functionality authored by Beyond Work staff, the customer, or authorised third parties for use within the Beyond Work platform.
Acceptance of Terms
By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are using the Services on behalf of an organisation, you represent and warrant that you have the authority to bind that organisation to these Terms.
Description of Services
Beyond Work provides a workplace automation platform and related software-as-a-service products. Our Services may include, but are not limited to:
- Implementation and configuration services to integrate the Beyond Work technology with Client systems.
- Access to and use of the Beyond Work platform for AI enablement of specific use cases as set forth in Project Schedules.
- The ability to create, deploy, and use Work Blocks, which may be authored by Beyond Work staff, the Client, or authorised third parties.
- Ongoing support and maintenance of the Services as specified in the Agreement.
User Accounts and Responsibilities
5.1. Account Creation
To access and use certain features of the Services, you may be required to create an account. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
5.2. Account Security
You are responsible for maintaining the confidentiality of your account credentials, including your username and password. You agree to notify us immediately of any unauthorised access to or use of your account. We reserve the right to disable any user account at any time if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms.
5.3. Authorised Users
If you are using the Services on behalf of an organisation, you may authorise individuals within your organisation to access and use the Services ("Authorised Users"). You are responsible for ensuring that all Authorised Users comply with these Terms and any applicable Project Schedules or agreements between you and Beyond Work.
5.4. Prohibited Activities
In using the Services, you agree not to:
- Attempt to gain unauthorised access to any portion of the Services or any other systems or networks connected to the Services;
- Use the Services for any unlawful purpose or in violation of any applicable laws or regulations;
- Transmit any viruses, worms, Trojan horses, or other items of a destructive nature;
- Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
- Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;
- Use the Services in any manner that could damage, disable, overburden, or impair our servers or networks;
- Use any automatic device, process, or means to access the Services to reverse engineer any part of the platform without our express written permission;
- Use the Services to infringe upon or violate the intellectual property rights or any other rights of anyone else.
5.5. Compliance with Laws
You agree to comply with all applicable local, state, national, and international laws and regulations in your use of the Services. You are solely responsible for ensuring that your use of the Services is in compliance with such laws and regulations.
5.6. Feedback
We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services ("Feedback"). You may submit Feedback by emailing us or through other communication channels we may provide. You acknowledge and agree that all Feedback will be the sole and exclusive property of Beyond Work, and you hereby irrevocably assign to Beyond Work all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein.
5.7. Data Accuracy
You acknowledge that the proper functioning of the Services depends on the accuracy and completeness of the data and information you provide. You are solely responsible for ensuring that all data and information you input into the Services or provide to us for use with the Services is accurate, complete, and up-to-date.
5.8. Cooperation
You agree to provide reasonable cooperation and assistance as may be necessary for us to provide the Services effectively. This may include, but is not limited to, providing timely responses to our inquiries, granting necessary access to your systems or data, and participating in implementation or configuration processes as required.
Intellectual Property Rights
6.1. Ownership of Services
Beyond Work retains all right, title, and interest in and to the Services, including all related intellectual property rights. This includes, but is not limited to, the Beyond Work platform, all software, technology, designs, systems, methods, information, computer code, documentation, and any other elements of the Services. No rights or licences are granted except as expressly set forth herein.
6.2. Client Content
You retain all right, title, and interest in and to any Client Content you provide to Beyond Work for use with the Services. By submitting Client Content, you grant Beyond Work a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, and use such Client Content solely as necessary for Beyond Work to provide and maintain the Services to the Client.
6.3. Work Block output
Client retains all right, title, and interest in and to the output and results Client obtains from its use of the Services, including all related intellectual property rights.
6.4. Work Blocks and Skills
Any Work Blocks or skills created during the provision of Services, whether authored by Beyond Work staff, the Client, or authorized third parties, shall remain the sole intellectual property of Beyond Work. This includes solution designs, implementation methods, ideas, units of code, and skills used in the execution of Work Blocks, even if specifically designed for the Client.
6.5. Client Skills
Beyond Work acknowledges the value of Client's contribution to the joint conceptualization and design of certain Work Block skills and Client assigns to Beyond Work the worldwide, exclusive, royalty-free licence to host, copy, transmit, display, and use of Work Block skills resulting from Client’s use of the Services.
6.6. Feedback
Any Feedback you provide regarding the Services shall be deemed to be the property of Beyond Work. Beyond Work shall be entitled to use, disclose, reproduce, license, distribute, and exploit such Feedback without restriction or obligation of any kind to you.
6.7. Restrictions
You agree not to do any of the following:
- Resell, sublicense, lease, time-share or otherwise make the Services available to any third party;
- Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services;
- Access the Services in order to build a similar or competitive product or service; in all cases without prior written consent from Beyond Work.
Data Privacy and Security
7.1. Data Processing
Beyond Work will process Client Data in accordance with our Data Processing Agreement (DPA) and applicable data protection laws. The DPA is incorporated by reference into these Terms.
7.2. Security Measures
Beyond Work implements appropriate technical and organisational measures to protect Client Data. These measures are designed in accordance with industry standards and include, but are not limited to:
- Utilisation of Amazon Web Services (AWS) for hosting, leveraging AWS's robust physical and informational security controls.
- Encryption of Client Data at rest and in transit using industry best practices for cryptographic ciphers.
- Implementation of strict network security protocols and advanced encryption standards for data transmission.
- Maintenance of separate production and non-production environments with strict access controls.
- Regular security audits and vulnerability assessments.
7.3. Data Location
Client Data shall be hosted across multiple AWS data centres within the European Union, unless otherwise specified in the Agreement.
7.4. Data Retention
Beyond Work will retain Client Data for as long as needed to provide the Services and fulfil the purposes outlined in the DPA. Upon termination of the Agreement, Beyond Work will delete or return Client Data as specified in the DPA.
7.5. Incident Response
In the event of a security incident affecting Client Data, Beyond Work will notify the affected Client(s) promptly, and no later than seventy-two (72) hours after becoming aware of the incident, providing details as required by applicable law and the DPA.
7.6. Compliance
Beyond Work is committed to compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable.
Confidentiality
8.1. Definition
"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), 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.
8.2. Protection of Confidential Information
The Receiving Party agrees to: (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) except as otherwise authorised by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
8.3. Exclusions
Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.
8.4. Compelled Disclosure
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
8.5. Remedies
If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this section, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
Fees
9.1. Fees
If and when you execute the formal agreements to obtain access to and use of the Services provided by Beyond Work, you acknowledge that there may be fees and financial terms associated with the Services.
Warranties and Disclaimers
10.1. Mutual Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
10.2. Beyond Work Warranties
Beyond Work warrants that (i) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Services will perform materially in accordance with the applicable documentation; (iii) it owns or otherwise has sufficient rights to the Services to grant to you the rights to use the Services granted herein; (iv) to Beyond Work's knowledge, the Services do not infringe upon the intellectual property rights of any third party.
10.3. Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, BEYOND WORK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND BEYOND WORK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Limitation of Liability
11.1. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY A PARTY HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.
11.2. Exclusion of Consequential and Related Damages
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
General Provisions
12.1. Governing Law
This Agreement shall be governed by the laws of California, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. Legal action must be brought in the federal and state courts in San Francisco, California, USA as the sole jurisdiction over disputes between parties.
12.2. Dispute Resolution
Any dispute arising out of or relating to this Agreement shall first be submitted to non-binding arbitration, except that each party shall have the right to seek injunctive or other equitable relief in a court of law.