This document ("Terms and Conditions") is a legally binding Agreement between you or your company and Never Eat Alone Inc., registered in Delaware under number SRV 150579341 - 5737106 FILE ("NEA") that edits and commercialises the Workwell mobile application, hereafter the "Application". NEA provides the Application which enables employees within your company to access all the services made available in their workplace.
With the Application, NEA also gives your company an access to an administration platform, which together represent the "Service".
By subscribing the Service, you agree to the terms and conditions of this Agreement.
As specified herein and depending on the context, the words “NEA”, “Never Eat Alone”, “we” and “our” are referring to our company, Never Eat Alone, to our trade name “Workwell”, to our website or service. The words “You”, “User” or “Client” refer to the legal or physical person, which has been identified, according to the context, as the final user or as the Company having subscribed to the Service license.
By subscribing to the Service, you agree to the Terms and Conditions set out in this Agreement.
Subscription : means the granting of a non-exclusive, nominative, personal and temporary user license for the Service.
Data : means the personal or non-personal Client’s IT data, collected from the use of the Service provided and stored on NEA’ servers.
Personal data : data allowing in any form, directly or indirectly, the identification of the physical persons to which they refer, whether a legal or physical person carries out the processing.
Internet : a worldwide interconnected IT and telecommunication network giving users access to contents, through servers; each network element is the property of public and private bodies operating jointly, without any bilateral quality obligation.
Service : refers to the range of performances and services such as the supplying of the Application and the access to a management platform, the processing of the collected data, the safeguard procedure, or the maintenance of the software solutions provided.
2. Changes to the Terms and Conditions
NEA may make changes to this Agreement at its sole discretion.
Any material changes will be communicated to you.
Your subscription to the Service after such notification of changes to this Agreement will constitute your acceptance of such changes.
3. Use of the Service
We shall make the Service available to you pursuant to this Agreement during a subscription term. You agree that the subscription to the Service hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features.
As part of our responsibilities, we shall: provide our regular support for the Service to you at no additional charge, use commercially reasonable efforts to make your Service available 24 hours a day, 7 days a week, except for: planned downtime (of which we will give at least 8 hours notice), or any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or denial of service attacks.
We shall also maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data.
As part of your responsibilities, you shall be responsible for users' compliance with this Agreement, and shall not make the Service available to anyone other than users, nor sell, resell, rent or lease the Service.
Content made available through the use of the Service may happen to be false, inaccurate, misleading, or otherwise objectionable. Furthermore, the Service and its related content may contain links to other websites which are completely independent of the Service. The Service makes no representation or warranty as to the accuracy, completeness, timeliness, reliability, validity, or authenticity of the information contained in any such site.
You will assume the potential editorial responsibility from the use of the Service.
You are solely responsible for the quality, the lawfulness, the relevance of the Data and Content that you are sending and publishing when using the Service.
Furthermore, you warrant that you are the owner of the intellectual property rights allowing you to use the Data and contents. Therefore, NEA do not assume any liability if the Data and/or Contents are not in conformity with existing laws and regulations, public order or your needs.
More generally, you are solely responsible for the Data, contents and messages posted, uploaded and/ or downloaded through our Service.
Any Data or information processing, forwarding, broadcasting or representation by the user through the Service is under your sole responsibility in strict compliance with the legal and regulatory provisions.
By using the software solution, you specifically agree to only process, broadcast, upload, download and transmit information and Data which use does not infringe any property, industrial or other exclusive right and does not constitute a criminal offense.
Similarly, you undertake not to transmit any unsolicited electronic mails through the Service, including but not limited to chain letters, advertising messages, or any content with computer viruses or other computer code, file, or program designed to interrupt, destroy or limit the functionality of any software, computer or telecommunications equipment.
Your linking to any other websites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will NEA be liable in any way for any Content or for any loss or damage of any kind directly or indirectly incurred or sustained by you as a result of the use of any Content posted, emailed or otherwise made available through NEA.
You acknowledge that NEA has no control on the Data transfer through the public telecommunications networks, including the Internet network that you are using when accessing the Service. You acknowledge and accept that NEA cannot guarantee the confidentiality of the Content and Data when transferred on the above-mentioned public networks. As a result, NEA shall in no circumstances be held liable in the event of, but not limited to, the highjacking, corruption and capture of Data, or any other event that may affect these Data during their transfer on public telecommunications networks.
You acknowledge that NEA does not pre-screen or approve the Content, but that NEA shall have the right (but not the obligation) in its sole discretion to refuse, delete or move any Content that is available through its Service, for violating the Terms and Conditions or for any other reason.
NEA shall have the right and sole discretion to make any modification to the design, format, content and operation of the Service at any time, including but not limited to, the addition, removal and modification of any module, feature and function.
5. Client’s Data processing
5.1 Data protection and use of information
You further acknowledge and agree that NEA may, in its sole discretion, preserve or disclose your Content, as well as your information, such as email addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce the Terms and Conditions; respond to claims that any Content violates the rights of third parties; respond to claims that contact information (e.g. email address, street address, etc.) of a third party has been posted or transmitted without consent or as a form of harassment; protect the rights, property, or personal safety of NEA any of its affiliates, subsidiaries, users or the general public.
In addition, you acknowledge and agree that NEA may, in its sole discretion, preserve or use any Content that you might create on the Service, for the purpose of analytics and product improvement only. If NEA makes use of this Content, it will keep your identity separate from it, and will remove every mention of your personal information. NEA guarantees that your identity will be kept anonymous.
Subject to the limited rights granted by you when subscribing to the Service, we acquire no right, title or interest from you under this Agreement in or to your data, including any intellectual property rights therein.
5.2 Personal Data
You declare that you have had the opportunity to assess NEA’s safety procedures, in particular with regard to Data safety. You are solely responsible for determining any possible and additional safety precautions and measures that need to be implemented to meet your needs and obligations in term of safety (data encryption, safeguard, etc.,).
Regarding Data collection and/or the processing and communication of personal Data, the Parties undertake to comply with the legal regulation applying to the processing of the stated Data. In particular, the Parties agree to meet the requirements of Law n°2004-801 dated August 6th 2004, pertaining to the protection of individuals with regard to the processing of personal data and modifying the Law n°78-17 dated January 6th 1978 relating to informatics, files and freedoms.
On this basis, you are responsible for carrying out the declaration to the National Commission for Data Protection and Liberties (CNIL-France) regarding the processing of the users’ personal data.
Furthermore, you acknowledge that you have advised any physical person involved of the use of their personal data.
You warrant NEA against any action, complaint or claim initiated by a physical person had its personal data been duplicated or hosted through the Service.
In the event that Data are stored on non-EU localized servers, a specific approval of data transfer shall be sought from the CNIL. NEA is committed to keeping you informed of the Data’s location and more generally, to communicate any useful and necessary information to carry out these declarations. As the body responsible for the data processing, you agree to enter into the contractual standard established by the European Commission’s decision dated February 5th 2010 and to obtain the appropriate authorization from the CNIL.
You agree not to post, email, or otherwise make available Content:
- that is unlawful, inaccurate, false, deceptive, harmful, misleading, deceitful, harassing, or invasive of another's privacy;
- that impersonates any person or entity, including, but not limited to, a NEA's employee, or falsely states or otherwise misrepresents your affiliation with a person or entity;
- that includes personal or identifying information about another person without that person's explicit consent;
- that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
- that constitutes or contains any form of advertising or solicitation if:
posted in areas of the Site which are not designated for such purposes, or
sent to users who have not authorized such contact in writing about other sites, products or commercial interests;
that includes links to commercial sites or web sites, except in furtherance of the Service and in compliance with the Terms and Conditions;
that advertises any illegal site or the sale of any items the sale of which is prohibited or restricted by any applicable law;
- that contains any device or computer code, files or programs that may damage, harm, interrupt, lock, disable, modify, delete, destroy or limit the functionality of any data, computer software, firmware or hardware, or any peripheral or telecommunications Services;
- that disrupts the normal flow of dialogue with an excessive amount of Content (flooding attack) to the Service, or that otherwise negatively affects other users' ability to use the Service; or
- that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Service.
7. Fees and payment of the Service
You shall pay all fees specified in the online payment page of our Site or separate purchase order received by mail, fax or email. Except as otherwise specified on a purchase order, fees are based on a set-up fee, monthly fees and other fees such as metrics and maintenance. Payment obligations are non-cancelable and fees paid are non-refundable.
Company's subscriptions fees are based on monthly periods that begin on the subscription start date and end at each monthly anniversary thereof, or yearly periods that aren't automatically recurrent.
You will provide us with valid and updated credit card and information, or with a valid purchase order or alternative document reasonably acceptable to us, in order to settle your payment, online or offline. If you provide credit card information to us, you authorize us to charge such credit card for the NEA Service for the initial subscription term and any renewal subscription term(s) as set forth in the payment page. If you decide to use a payment method other than a credit card, we will invoice you in advance. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information. If any amount owing by you under this or Agreement for our Service is overdue, we may, without limiting our other rights, suspend our Service from you until such amounts are paid in full. We will give you a prior notice of at least 7 days that your account is overdue. Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). You are responsible for paying all Taxes associated with your purchase.
If we have the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against it based on our income, property and employees.
8. Cooling-off period
If you have purchased your NEA subscription online, you have the right to cancel your purchase for a period of 7 days after you have received your email confirmation. To cancel your purchase of a NEA subscription, please email firstname.lastname@example.org with the full details of your subscription.
9. Validity and expiry of the Service
A subscription of the Service is valid for an unlimited period until the expiry date. This means that you will not be able to use your subscription after the expiry date. If you want to unsuscribe to our Service, please write an email with a fifteen (15) days notice to email@example.com.
10. Termination of Service
You agree that NEA in its sole discretion, has the right (but not the obligation) to terminate your access to or use of the Service (or any part thereof), immediately and without notice, and remove and discard any Content within the Service, if NEA believes that you have acted inconsistently with the letter or spirit of the Terms and Conditions agreement. Further, you agree that NEA shall not be liable to you or any third party for any termination of your access to the Site. Further, you agree not to attempt to use the Service after the termination.
11. Customer support
If you have any questions concerning your subscription or this Agreement, please contact NEA's customer service by visiting the contact section on our Site.
12. Proprietary rights
12.1 Hosted Service property
The Service is protected to the maximum extent permitted by copyright and other intellectual property and proprietary rights laws and international treaties. Content displayed on or through the Service is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, and international conventions.
NEA is and remains the owner of the property rights related to any element of the Service and Software Solutions provided, and more generally, to the IT infrastructure (software and hardware) developed as part of the Contract.
This Agreement does not grant you any intellectual property right on the Service, which remains the entire and exclusive property of NEA.
On this basis, NEA expressly reserves the exclusive right to operate on the hosted Service in order to preserve its intended use.
You absolutely promise not to intervene and operate on the Service or to involve a third party for that purpose.
Any reproduction, modification, creation of derivative works from or redistribution of the Service or the collective work, and/or copying or reproducing the Service or any portion thereof to any other server or location for further reproduction or redistribution is prohibited without the express written consent of NEA. You further agree not to reproduce, duplicate or copy third-party Content from the Service without the express written consent of NEA and such third party, and agree to abide by any and all copyright notices displayed on the Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service.
The delivery of the Service cannot be viewed as a transfer of any intellectual property right in your favor as defined by the French intellectual property Code.
As the rights holder, NEA retains the intellectual property of the Service and all the prerogatives attached to it.
12. 2 Data Property
The Parties agree that all exploited, processed, hosted, safeguarded or stored Data by NEA on your behalf or on your initiative are and remain your property.
Although NEA does not claim ownership of the Content that its users post, by posting Content on any public area of the Service, you automatically grant, and you represent and warrant that you have the right to grant, to NEA a non-exclusive, free of charge, transferable and worldwide license to use, copy, load, perform, display, and distribute said Content and to prepare derivative works of, or incorporate into other works, said Content, and to grant and authorize sublicenses (through multiple tiers) of the foregoing only and exclusively in connection with its delivery of the Service.
This license shall automatically expire upon the termination of the Service License Agreement, unless it is needed to pursue Data hosting and processing.
Furthermore, by posting Content to any public area of the Service, you automatically grant NEA a right (but not an obligation) to prohibit any subsequent aggregation, display, copying, duplication, reproduction, or exploitation by a third party of the Content on the Service.
Furthermore, you declare and guarantee that by creating, uploading or downloading Data as part of the Service you are not infringing any rights that may have been granted to you on all or part of the Data and that you are not infringing any third-party rights.
13. Violation of terms
Please report any violations of the Terms and Conditions by sending an email message to firstname.lastname@example.org.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to such breach or subsequent or similar breaches. Notwithstanding any other provision of the Terms and Conditions, NEA retains the right to seek the remedy of specific performance of any provision contained in the Terms and Conditions, or a preliminary or permanent injunction against the breach of any such provision or in aid of the exercise of any power granted in the Terms and Conditions or any combination thereof.
14. Disclaimer of warranties
You agree that use of this Service is entirely at your own risk. The Service is provided on an "as is" or "as available" basis, without any warranties of any kind. All express and implied warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights are expressly disclaimed to the fullest extent permitted by law. NEA disclaims any warranties for the security, reliability, timeliness, accuracy, completeness, and performance of the Service. NEA disclaims any warranties for other sites, services or goods received through or advertised on the Service. NEA disclaims any warranties for viruses or other harmful components in connection with the Service.
15. Limitations of liabilities
Under no circumstances shall NEA be liable for direct, indirect, incidental, special, consequential or exemplary damages or losses arising from or relating to any aspect of your use of the Service, including but not limited to, whether the damages or losses arise from use or misuse of the Service, from inability to use the Service or the interruption, suspension, modification, alteration, or termination of the Service. Such limitation shall also apply with respect to damages and/or losses incurred or sustained by reason of other sites or products received through or advertised on or in connection with the Service or any links on the Service, as well as by reason of any information or advices received through or advertised on or in connection with the Service or any links on the Service. These limitations shall apply to the fullest extent permitted by law.
You agree to defend, indemnify and hold harmless NEA and its subsidiaries, affiliates and their respective directors, officers, employees, agents, site providers, suppliers, successors, and assigns from any and all demands, claims, actions, proceedings, judgments, damages, losses and any other liabilities (actual and consequential, direct and indirect) of every kind or nature (including attorney fees and disbursements on a full indemnity basis and court costs), known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way not related to the Content you submit, post or make available through the Service, your use of the Service , your disputes with other subscribers or third parties, your violation of the Terms and Conditions, your breach of any of the representations and warranties herein, and/or your violation of any rights of another.
17. English version prevails
In the event that this Agreement is translated into other languages and there is a discrepancy between the two language versions, the English language version shall prevail to the extent that such discrepancy is the result of an error in translation.
18. General information
The Terms and Conditions constitute the entire agreement between you and NEA and govern your use of the Service, superseding any prior discussions, negotiations and agreements that might have occurred between you and NEA.
This Agreement shall be governed and construed in accordance with the laws of United Stated of America. Any dispute, controversy or claim arising out of or in connection with this Agreement will be subject to the non-exclusive jurisdiction of the court of United Stated of America with the appropriate knowledge and expertise to deal with such dispute, controversy or claim.
This document was last updated on April 30th, 2017.
Never Eat Alone, Inc. 47 Great Jones St, New York NY 10012 UNITED STATES