Terms and Conditions

Terms and Conditions

1. Acceptance of this Agreement

WORKWILD PRO. provides an online Best ERP+, POS, Invoicing, Inventory & Service management, Report, Project Management, and many more powerful features and functions for your dynamic business Connection, using web-based technology . BY ACCEPTING THIS AGREEMENT OR ACCESSING OR USING THE SERVICE, YOU ARE AGREEING TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IF YOU ARE USING ANY SERVICE AS AN EMPLOYEE, AGENT, OR CONTRACTOR OF A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN YOU REPRESENTING AND WARRANT THAT YOU HAVE THE AUTHORITY TO SIGN FOR AND BIND SUCH ENTITY IN ORDER TO ACCEPT THE TERMS OF THIS AGREEMENT. THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY SUCH AUTHORIZED PERSONNEL.

Modifications to this Agreement: From time to time, WORKWILD PRO may modify this Agreement. Unless otherwise specified by WORKWILD PRO changes become effective for Customer upon renewal of the then-current Subscription Term or entry into a new Service Order Form after the updated version of this Agreement goes into effect. WORKWILD PROwill use reasonable efforts to notify Customer of the changes through communications via Customer’s Account, email or other means.

The “Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to any Service through any online provisioning, registration, or order process or (b) the effective date of the first Service Order Form, as applicable, referencing this Agreement. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.

These Terms of Service (the “Agreement”) is entered into by and between WORKWILD PRO and the person or entity placing an order for or accessing the Service (“Customer”). In consideration of the terms and conditions set forth below, the parties agree as follows:

1. Provision of Service. WORKWILD PRO will make the Services and Software available to Customer pursuant to this Agreement, the Supplemental Terms (where applicable), the applicable WORKWILD PRO and the Documentation, and provide such Services in accordance with this Agreement. To the laws and government regulations applicable to WORKWILD PRO business, during each Subscription Term, and if applicable, the Privacy Notice. During the Subscription Term, WORKWILD PRO grants to Customer a limited, non-exclusive right to access and use the Services and Software only for its internal business purposes or in accordance with the Documentation, for up to the number of Users included in the Service Plan or otherwise noted in the WORKWILD PRO.
2. Responsibilities of Customer
3. Customer Account. Customer may need to register for an Account in order to place orders or access or receive the Services. Customer agrees to keep its Account information current, accurate, and complete so that WORKWILD PRO may send notices, statements, and other information to Customer via email or through its Account, which notifications will be subject to this Agreement and the Privacy Notice. Customer will be responsible for maintaining the confidentiality of User login information and credentials for accessing the Services and will notify WORKWILD PRO promptly of any loss, misuse, or unauthorized disclosure of such login information and/or credentials of which Customer becomes aware. WORKWILD PRO and its Affiliates will not be liable for any damage or loss that may result from Customer’s breach of the foregoing obligations.
4. Acceptable Use. Customer may only use the Services in accordance with the Documentation, subject to the use limitations indicated in any applicable WORKWILD PRO pursuant to which Customer subscribes to the Services, and the terms of this Agreement. Customer agrees to comply with the WORKWILD PRO Acceptable Use and Conduct Policy (as defined below) which are hereby incorporated into this Agreement.
5. Use Restrictions. Customer agrees not to use the WORKWILD PRO Technology (as defined below): (i) to process data on behalf of any third party other than Customer’s Users and End Users; (ii) in violation of applicable law; (iii) to store or transmit any content that infringes upon any third party’s intellectual property rights; (iv) for competitive intelligence or performance benchmarking purposes; (v) to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the WORKWILD PRO Technology available to any third party other than Users and End Users, and then only in furtherance of its permitted business purposes as expressly permitted by this Agreement; (vi) to falsely imply any sponsorship or association with WORKWILD PRO or (vii) to decompile, reverse engineer, disassemble, reproduce, or copy or otherwise access or discover the source code or underlying program of any portion of WORKWILD PRO Technology.
6. Customer Data
7. Use of Customer Data. As between the parties, Customer and its licensors retain all right, title, and interest (including any and all intellectual property rights) in and to the Customer Data and any modifications made thereto in the course of the operation of the WORKWILD PRO Technology. Subject to the terms of this Agreement, Customer hereby grants to WORKWILD PRO and its Affiliates a non-exclusive, worldwide, royalty-free right to process the Customer Data solely to the extent necessary to provide, maintain, and improve the WORKWILD PRO Technology and perform all related obligations owed to Customer under this Agreement, or as may be required by law. Customer is solely responsible for the accuracy, content, and legality of all Customer Data. Customer warrants that Customer has and will have sufficient rights in the Customer Data to grant the rights to WORKWILD PRO under this Agreement.
8. Data Security and Privacy. WORKWILD PRO will use appropriate technical and organizational measures in the Services to protect the Customer Data from unauthorized access, processing, loss, or disclosure. WORKWILD PRO measures are designed to provide a level of security appropriate to the risk of processing the Customer Data within the Services. Customer understands that WORKWILD PRO and its Affiliates will process Customer Data in accordance with applicable data protection laws.

4. Intellectual Property
5. Ownership Rights. Customer Data is Customer’s Confidential Information under this Agreement. Customer and its licensors retain all right, title, and interest in and to the Customer Data and all of Customer’s Confidential Information provided under this Agreement, and WORKWILD PRO obtains no rights in the foregoing except for the express rights granted in this Agreement and the Privacy Notice. WORKWILD PRO and its licensors retain all right, title, and interest in and to WORKWILD PRO Technology and Usage Data (as defined below). Customer acknowledges that the Services are offered as online, hosted solutions, and that Customer has no right to obtain a copy of the underlying computer code for any Services, except (if applicable) for any downloadable Software, in object code format. WORKWILD PRO may freely use and incorporate into WORKWILD PRO products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or by any Users or End Users relating to WORKWILD PRO products or services. Feedback and any other suggestions are provided by Customer exclusively in Customer’s sole discretion, and will not be used by WORKWILD PRO in any way that identifies or permits identification of Customer, its Affiliates, Users, or End Users. Customer agrees that its name, logo, and/or use case may be used by WORKWILD PRO in marketing materials (“Promotional Materials”). Promotional Materials may be for both internal and/or external purposes of WORKWILD PRO and such rights granted herein shall be worldwide, perpetual, and in any media. Customer may request that WORKWILD PRO stop the use of Promotional Materials of Customer by submitting an email to workwildpro@workwildpro.com at any time. It may take us up to thirty (30) days to process a request.
6. Usage Data. Notwithstanding anything to the contrary in this Agreement, WORKWILD PRO may collect and use any data that is gathered in or derived from the use of the Services (“Usage Data”) to develop, improve, support, and operate its products and services. WORKWILD PRO shall not share with a third party any Usage Data that includes Customer’s Confidential Information except (i) in accordance with (Confidentiality) of this Agreement, or (ii) to the extent the Usage Data is aggregated and anonymized such that the data no longer directly identifies Customer or Customer’s Users.
7. Updates. WORKWILD PRO may modify the Services, Software, and Service Plans from time to time, including by adding or removing features, functions, and entitlements; provided, (i) WORKWILD PRO will not materially decrease the overall functionality of the Services or Software during Customer’s Subscription Term, except where such modifications are required for data security reasons or to comply with applicable law and (ii) any such modifications are made on a prospective and non-discriminatory basis. WORKWILD PRO will provide reasonable notice of material updates to the Services by either in-product notification or e-mail. Such modifications to any Services, Service Plans, or Software are subject to this Agreement. Customer agrees that its purchase to subscriptions of the Services and Software is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written comments made by WORKWILD PRO with respect to future functionality or features.
8. Other Services. WORKWILD PRO or other third parties may make available (for example, through the WORKWILD PRO marketplace currently located at https://www.workwild.pro) or other forums, third-party products or services (“Third-Party Services”). These Third-Party Services may integrate with the Services and are not licensed by WORKWILD PRO pursuant to this Agreement, but are governed by the third party provider’s terms and conditions and privacy policies that accompany them, which Customer must separately accept, and the WORKWILD PRO Marketplace User Terms. WORKWILD PRO does not warrant or support Third-Party Services, unless expressly provided otherwise. WORKWILD PRO is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by such third party. The Service may contain features designed to interoperate with Third-Party Services. WORKWILD PRO cannot guarantee the continued availability of such Third-Party Services and may cease supporting them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the Third-Party Service provider ceases to make the Third-Party Service available for interoperation with the corresponding Service features in a manner acceptable to WORKWILD PRO Customer understands that WORKWILD PRO is not responsible for providing technical support for the Third-Party Services and that WORKWILD PRO is not responsible for the data hosting and data transfer practices followed by the providers of such Third-Party Services.
9. Fees and Payment
10. Fees and Payment. All charges associated with Customer’s Account (“Fees”) are set forth in the applicable Service, and/or Website. For credit card payments, the payment is due immediately upon receipt of invoice. Customer hereby authorizes WORKWILD PRO or our authorized agents, as applicable, to bill your credit card upon subscription to the Services (and any renewal thereof). For payments through other accepted methods, payment is due and payable in full within thirty (30) days from the invoice date or as stated in the applicable. Payment obligations are non-cancellable, regardless of utilization by the Customer and, except as expressly permitted in this Agreement, Fees paid are non-refundable and for Services that are Agent-based Customer will be billed in accordance with the number of purchased Agents. Customer will pay the Fees through an accepted payment method as specified in the applicable or Website. During the Subscription Term, the Customer shall not: (i) reduce their User count, or (ii) downgrade their Service Plan. Customer is responsible for providing complete and accurate billing and contact information to WORKWILD PRO and notifying WORKWILD PRO of any changes to such information.
11. Late Payments. If undisputed Fees are more than thirty (15) days overdue, then, following written notification from WORKWILD PRO, WORKWILD PRO may suspend Customer’s access to the WORKWILD PRO Technology, including, without limitation, Customer’s Account, until such unpaid Fees are paid in full.
12. Payment Disputes. WORKWILD PRO will not exercise its rights (Late Payments), Section (Suspension of Service), or (Termination for Cause) with respect to non-payment by Customer if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. If the parties are unable to resolve such a dispute within thirty (14) days, WORKWILD PRO will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute. For clarity, any undisputed amounts must be paid in full.
13. Applicable Taxes. The Fees do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). Customer agrees to pay applicable direct or indirect Taxes associated with its purchases hereunder, which, to the extent WORKWILD PRO is legally required to collect the same, will be itemized on the WORKWILD PRO invoice. If Customer has an obligation to withhold any amounts under any law or tax regime. Customer will gross up the payments so that WORKWILD PRO receives the amount actually quoted and invoiced. If WORKWILD PRO has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount will be invoiced and paid by the Customer, unless, prior to the invoice date, the Customer provides WORKWILD PRO with a valid tax exemption certificate authorized by the appropriate taxing authority.
14. Purchases from Channel Partners. Customer may procure use of any Services, Software, or Mobile Apps from a third-party authorized reseller of WORKWILD PRO including third-party marketplaces (“Channel Partner”) pursuant to a separate agreement with the Channel Partner. Customer’s use of any Services, Software, or Mobile Apps procured through a Channel Partner will be subject to the terms of this Agreement, and all fees payable (including all applicable Taxes) for such use will be payable to the Channel Partner pursuant to the terms agreed to between Customer and Channel Partner. Customer understands and agrees that, if Customer purchased the Services, Software, or Mobile Apps subscriptions via a Channel Partner, service credits and refunds payable under this Agreement may be payable or applied by Channel Partner acting on behalf of WORKWILD PRO in proportion to the fees paid by Customer to the Channel Partner, and the discharge by the Channel Partner of such obligations will relieve WORKWILD PRO of the same under this Agreement.
15. Term, Termination and Suspension
16. Term. This Agreement is effective as of the Effective Date (or, for online Customers, the date of sign up on the Website) and will continue through the then-current Subscription Term. Service Plans commence on the start date specified in the relevant (or, for online Customers, the date of sign-up on the Website) and continue for the Subscription Term specified therein.
17. Renewal. Unless a party gives written notice of non-renewal or downgrade at least thirty (30) days prior to the expiration of the relevant Subscription Term, Service Plans will automatically renew at the same number of Users and at the same Service Plan (including any add-ons), for a period equal to the previous Subscription Term.
18. Fee Adjustments. Upon renewal, WORKWILD PRO will adjust the Fees to reflect delivered innovation, general cost inflation, and other relevant factors. WORKWILD PRO will notify you of any fee adjustments at least thirty (30) days before your renewal date, and these adjusted fees will take effect at the beginning of the Renewal Term. Furthermore, any discounts or price protections previously provided by WORKWILD PRO will not apply to a renewal if your overall number of Users, Service Plan (including any add-ons), or contract terms are reduced or lowered from the prior Subscription Term.
19. Suspension. WORKWILD PRO may suspend Customer’s access to the Services, Software, Customer’s Account, on the following grounds: (i) late payment/non-payment of undisputed Fees, (ii) termination of the Services due to non-renewal of the Services by Customer; (iii) Customer’s or its Users’ breach of Section 2 (Use Restrictions) in the event suspension is deemed necessary by WORKWILD PRO to prevent or address the introduction of Malicious Software ,a security incident, or other harm to Customer, WORKWILD PRO, or WORKWILD PRO other customers. WORKWILD PRO will notify Customer of any such suspension. WORKWILD PRO will use diligent efforts to attempt to limit, where commercially feasible, the suspension to affected Users or WORKWILD PRO Technology, and will immediately restore the availability of the same as soon as the issues leading to the suspension are resolved. Such suspension will in no way affect Customer’s other obligations under this Agreement.
20. Termination for Cause. Either party may terminate this Agreement by written notice to the other party in the event that (i) such other party materially breaches this Agreement and does not cure such breach within thirty (30) days of such notice, or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
21. Data Export and Retention. Upon termination or expiration of this Agreement or for any reason, Customer’s access to the Services and other WORKWILD PRO Technology will terminate. WORKWILD PRO strongly recommends that Customer export all Customer Data before Customer closes Customer’s Account. WORKWILD PRO will make Customer Data available for export for fourteen (14) days from the effective date of the closure of Customer’s Account due to: (i) the termination or expiration of this Agreement, or (ii) termination or expiration of the applicable (“Data Export Period”). Customer may download or delete its Customer Data at any time during the Subscription Term. Where Customer Data is retained by WORKWILD PRO and can be exported, and provided that Customer is current on its payment obligations. Customer may contact WORKWILD PRO within the Data Export Period at support@workwild.pro to have WORKWILD PRO export Customer’s Customer Data. Beyond such Data Export Period, WORKWILD PRO reserves the right to retain Customer data for up to three (3) months before deleting all Customer Data in the normal course of operation except as necessary to comply with WORKWILD PRO legal obligations, maintain accurate financial and other records, resolve disputes, and enforce its agreements. Customer Data cannot be recovered once it is deleted.
22. Confidentiality. Each party will protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information of similar nature or importance, and in any event, using no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the receiving party may use the disclosing party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under this Agreement, and will disclose such Confidential Information solely (i) to those of its respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound by obligations to maintain the confidentiality of, and not misuse, such Confidential Information; (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (iii) as reasonably necessary to comply with any applicable law or regulation. The provisions of this section will supersede any non-disclosure agreement by and between the parties entered into prior to this Agreement that would purport to address the confidentiality of any information shared by the parties, including Customer Data, and such agreement will have no further force or effect with respect to the foregoing. The receiving party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the receiving party; the disclosing party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

9. Warranties/Disclaimer of Warranties
10. Service Warranty. WORKWILD PRO warrants that the Services, Software, or will perform in all material respects in accordance with the Documentation. Provided that Customer provides written notice of a claim within thirty (30) days after first becoming aware of a breach of the foregoing warranty, WORKWILD PRO will use diligent efforts to correct the Services or Software so the foregoing warranty is met, and if WORKWILD PRO is unable to make such corrections in a timely manner, either party may terminate the applicable, and Customer, as its sole and exclusive remedy, will be entitled to receive a refund of any unused Fees that Customer has pre-paid for the applicable Services. This warranty will not apply if the error or non-conformance was caused by Customer’s breach of this Agreement or Customer’s or its Users’ misuse of the Services, modifications to the Services, Software, and by anyone other than WORKWILD PRO or its representatives, or third-party hardware, software, or services used in connection with the Services.
11. Malware Warranty. WORKWILD PRO warrants that the Services hosted by WORKWILD PRO will be monitored using commercially available means to attempt to detect and prevent the introduction of any computer instructions, circuitry or other technology means whose purpose or effect is to disrupt, damage or interfere with the authorized use of, or allow access to, the computer and communications facilities or equipment of WORKWILD PRO or Customer, including, without limitation, any code containing viruses, Trojan horses, worms, backdoors, trap doors, time-out devices, or similar destructive or harmful code or code that self-replicates (collectively, “Malicious Software”).
12. Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
13. Indemnification
14. Indemnification by WORKWILD PRO This section states WORKWILD PRO entire liability and Customer’s exclusive remedy with respect to an IP Claim. WORKWILD PRO will defend Customer, and its officers, directors, and employees against any Claim, from any third party claim alleging that Customer’s use of the WORKWILD PRO Technology accessed or used in accordance with this Agreement infringes such third party’s patent, copyright and/or trademark intellectual property rights (an “IP Claim”), and will indemnify and hold harmless Customer from and against any damages and costs awarded against Customer, or agreed in settlement by WORKWILD PRO (including reasonable attorneys’ fees) resulting from such IP Claim. WORKWILD PRO will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) unauthorized use of the WORKWILD PRO Technology by Customer, its Affiliates or Users; (ii) modification of the WORKWILD PRO Technology by anyone other than WORKWILD PRO or its representatives; or (iii) the combination, operation, or use of the WORKWILD PRO Technology with other data, hardware, or software not provided by WORKWILD PRO. If Customer’s use of the WORKWILD PRO Technology results (or in WORKWILD PRO opinion is likely to result) in an IP Claim, WORKWILD PRO may at its own option and expense (a) procure for Customer the right to continue using the foregoing items as set forth hereunder; (b) replace or modify them to make them non-infringing; if options are not commercially reasonable as determined by WORKWILD PRO then either Customer or WORKWILD PRO may terminate Customer’s subscription to the Service, whereupon WORKWILD PRO will refund Customer, on a pro-rated basis, any Fees Customer has previously paid WORKWILD PRO for the corresponding unused portion.
15. Indemnification by Customer. Customer will defend WORKWILD PRO and its Affiliates from any third party claim (“Claim”), and will indemnify and hold harmless WORKWILD PRO and its Affiliates from and against any damages and costs awarded against WORKWILD PRO and its Affiliates, or agreed in settlement by Customer (including reasonable attorneys’ fees) resulting from such Claim, to the extent caused by: (i) Customer’s or its Affiliate’s unauthorized supply, disclosure, or processing of Customer Data, including Personal Data therein, (ii) Customer’s or its Affiliate’s violation of laws applicable to Customer’s or its Affiliate’s business.
16. Indemnification Procedures. In the event of a potential indemnity obligation under the indemnified party will: (i) promptly notify the indemnifying party in writing of the claim, (ii) allow the indemnifying party the right to control the investigation, defend and settlement (if applicable) of such claim at the indemnifying party’s sole cost and expense, and (iii) upon request of the indemnifying party, provide all necessary cooperation at the indemnifying party’s expense. Failure by the indemnified party to notify the indemnifying party of a claim under this section will not relieve the indemnifying party of its obligations under this Section, however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this section. The indemnifying party may not settle any claim that would bind the indemnified party to any obligation (other than payment covered by the indemnifying party or ceasing to use infringing materials) or require any admission of fault by the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Any indemnification obligation under this Section will not apply if the indemnified party settles or makes any admission with respect to a claim without the indemnifying party’s prior written consent.
17. Limitation of Liability
18. SUBJECT TO APPLICABLE LAW AND NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION DOWNTIME COSTS, LOSS OF DATA, RESTORATION COSTS, LOST PROFITS, OR COST OF COVER) REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, WARRANTY OR ANY OTHER LEGAL THEORY.
19. EXCEPT FOR AN ACTION BROUGHT FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR A PARTY’S INDEMNIFICATION OBLIGATIONSEACH PARTY’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS, UNDER THIS AGREEMENT WILL NOT EXCEED THE FEES RECEIVED BY OR PAYABLE TO WORKWILD PRO IN THE APPLICABLE IN THE TWELVE MONTHS PRECEDING THE CLAIM.
20. THE PARTIES AGREE THAT THIS SECTION 11 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE APPLICABLE MONETARY CAP SET FORTH IN THIS SECTION WILL APPLY ACROSS THIS AGREEMENT AND ANY AND ALL SEPARATE AGREEMENT(S) ON AN AGGREGATED BASIS, WITHOUT REGARD TO WHETHER ANY INDIVIDUAL CUSTOMER AFFILIATES HAVE EXECUTED .
21. CUSTOMER UNDERSTANDS AND AGREES THAT THE PRIMARY INTENT OF SECTION 11 IS TO DISTRIBUTE THE RISKS ASSOCIATED WITH THIS AGREEMENT BETWEEN BOTH PARTIES. THIS LIMITS POSSIBLE LIABILITIES, TAKING INTO ACCOUNT THE COST OF THE FEES. IF FRESHWORKS WERE TO TAKE ON ADDITIONAL LIABILITY BEYOND WHAT IS SPECIFIED IN THIS AGREEMENT, THE FEES WOULD HAVE BEEN MARKEDLY HIGHER.
22. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay Fees) if the delay or failure results from any cause beyond such party’s reasonable control, including but not limited , acts of God, acts of government, acts of terror or civil unrest, Internet failures, or acts undertaken by third parties not under the performing party’s control, including, without limitation, denial of service attacks (“Force Majeure Event”). In the event that a Force Majeure Event continues for a period of thirty (30) consecutive days, the other party may terminate this Agreement on written notice to the non-performing party. If WORKWILD PRO is the party experiencing the Force Majeure Event and as a result thereof is unable to provide the Services for the period noted herein, and Customer terminates this Agreement, then WORKWILD PRO will provide Customer a refund of fees paid by Customer pro-rated as of the date the Force Majeure Event commenced.
23. Governing Law. This Agreement is governed by the laws of the Oyo State without regard to conflict of laws principles. The parties hereby submit to the exclusive personal jurisdiction of the federal and state courts of the Oyo State, for any claims or dispute relating to this Agreement.
24. Definitions.

“Account” means any accounts or instances created by or on behalf of Customer for access to and use of any of the Services.

“Affiliate” or “Subsidiaries” means with respect to a party to this Agreement, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, where “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

“Acceptable Use and Conduct Policy” means the WORKWILD PRO Acceptable Use and Conduct Policy, which is located currently at https://www.workwild.pro, as updated from time to time.

“Confidential Information” means all information disclosed by one party to the other party, orally, in writing or electronically, that is designated as “confidential” (or with a similar legend), or which a reasonable person should understand to be confidential given the nature of the information and circumstances of disclosure. Confidential Information does not include any information that: (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

“Customer Data” means all electronic data, text, messages or other materials, including, without limitation, Personal Data of Users and End Users, submitted to the Services by Customer or its Users through Customer’s Account in connection with Customer’ use of the Services.