Overview

Soulwork Technologies Inc. runs an enterprise work allocation platform called Soulwork (“Soulwork,” the “Service” or “Services”). Our Service is designed to give you as much control and ownership over what goes on your website as possible and encourage you to express yourself freely. However, we require that you are responsible for what you publish using Soulwork. In particular (but without limiting the other requirements of these Terms of Use), please make sure that none of the prohibited items (like spam, viruses, or serious threats of violence) appear on the Services or profile. If you have any questions, please contact us at team@dosoulwork.com.

Terms of Service:

The following Terms of Use govern all use of the Soulwork website and all content, Services, and products available at or through the website. Our Services are offered subject to these Terms of Use, your SaaS “subscription” agreement (or the applicable equivalent document pursuant to which you or your company subscribes for the Services) and all other operating rules, policies (including, without limitation, Soulwork’s Privacy Policy) and procedures that may be published from time to time by Soulwork (collectively, the “Agreement”). You agree that we may automatically upgrade our Services, and these Terms of Use will apply to any upgrades. Please read the Agreement carefully before accessing or using our Services. By accessing or using any part of our Services, you agree to become bound by the Agreement. If you do not agree to all parts of the Agreement, then you may not access or use any of our Services. Our Services are not directed to children younger than 13, and access and use of our Services is only offered to users 13 years of age or older. If you are under 13 years old, please do not register to use our Services. Any person who registers as a user or provides their personal information to our Services represents that they are 13 years of age or older. Use of our Services requires a Soulwork account. You agree to provide us with complete and accurate information when you register for an account. You will be solely responsible and liable for any activity that occurs under your username. You are responsible for keeping your password secure.

1. Soulwork.

Your Soulwork Account and Services. You are responsible for maintaining the security of your account and are fully responsible for all activities that occur under the account and any other actions taken in connection with the Services (through your account). You must immediately notify Soulwork of any unauthorized access to, or use of, the Services, your account, or any other breaches of security. Soulwork will not be liable for any acts or omissions by you or any person who accesses or uses the Services through your account, including any damages of any kind incurred as a result of such acts or omissions.

Responsibility of Contributors. If you post material to Soulwork, post links on Soulwork, or otherwise make (or allow any third party to make) material available (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content or your (or the applicable third party’s) conduct. That is the case regardless of what form the Content takes, which includes, but is not limited to text, photo, video, audio, or code. If you delete Content, Soulwork will use reasonable efforts to remove it from Soulwork, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Soulwork has the right (though not the obligation) to, in Soulwork’s sole discretion, (i) reclaim your account username or website’s URL due to prolonged inactivity, (ii) refuse or remove any Content that, in Soulwork’s reasonable opinion, violates any Soulwork policy or is in any way harmful or objectionable, or (iii) terminate or deny access to and use of Soulwork to any individual or entity for any reason. Soulwork will have no obligation to provide a refund of any amounts previously paid.

Advertisements. Soulwork reserves the right to display advertisements through (or otherwise in connection with) the Services.

Attribution. Soulwork reserves the right to display attribution text or links in your site footer or toolbar, attributing Soulwork, for example. The toolbar may not be altered or removed.

2. Responsibility of Visitors.

Soulwork has not reviewed, and cannot review, all of the material, including computer software, posted to our Services, and cannot therefore be responsible for that material’s content, use or effects. By operating our Services, Soulwork does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful, or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Though we will attempt to ensure the propriety of our Services, our Services may inadvertently contain material that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. Similarly, our Services may also inadvertently contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Soulwork disclaims any responsibility for any harm resulting from the use by visitors of our Services, or from any downloading by those visitors of content there posted.

3. Content Posted on Other Websites.

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which Soulwork links, and that link to Soulwork. Soulwork does not have any control over those non-Soulwork websites, and is not responsible for their contents or their use. By linking to a non-Soulwork website, Soulwork does not represent or imply that it endorses such website. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Soulwork disclaims any responsibility for any harm resulting from your use of non-Soulwork websites and webpages.

4. Copyright Infringement.

As Soulwork asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material located on Soulwork violates your copyright, you are encouraged to notify Soulwork. Soulwork will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Soulwork will terminate a visitor’s access to and use of the Services if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Soulwork or others. In the case of such termination, Soulwork will have no obligation to provide a refund of any amounts previously paid to Soulwork.

5. Intellectual Property.

The Agreement does not transfer from Soulwork to you any Soulwork or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Soulwork. Soulwork, the Soulwork logo, and all other trademarks, service marks, graphics and logos, trade secrets, patents or other intellectual property underlying, or used in connection with, Soulwork or our Services, are owned by Soulwork or its licensors. You will not disassemble, decompile or reverse engineer all or any portion of the Services. Your use of our Services grants you no right or license to reproduce or otherwise use any Soulwork or third-party intellectual property.

6. Changes.

We are constantly updating our Services, and that means sometimes we have to change the legal terms under which our Services are offered. If we make changes that are material, we will let you know by posting on our website, or by sending you an email or other communication before the changes take effect. The notice will designate a reasonable period of time after which the new terms will take effect. If you disagree with our changes, then you should stop using our Services within the designated notice period. Your continued use of our Services will be subject to the new terms. However, any dispute that arose before the changes shall be governed by the Terms of Use that were in place when the dispute arose.

7. Termination.

Soulwork may terminate your access to all or any part of our Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate the Agreement or your Soulwork account (if you have one), you may simply discontinue using our Services. All provisions of the Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

8. Disclaimer of Warranties.

OUR SERVICES ARE PROVIDED “AS IS.” SOULWORK AND ITS SUPPLIERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER SOULWORK NOR ITS SUPPLIERS AND LICENSORS, MAKES ANY WARRANTY THAT OUR SERVICES WILL BE ERROR FREE OR THAT ACCESS THERETO WILL BE CONTINUOUS OR UNINTERRUPTED. YOU UNDERSTAND THAT YOU DOWNLOAD FROM, OR OTHERWISE OBTAIN CONTENT OR SERVICES THROUGH, OUR SERVICES AT YOUR OWN DISCRETION AND RISK.

9. Limitation of Liability.

IN NO EVENT WILL SOULWORK, OR ITS SUPPLIERS OR LICENSORS, BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THE AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR: (I) ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; (II) THE COST OF PROCUREMENT FOR SUBSTITUTE PRODUCTS OR SERVICES; (III) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA OR CONTENT; OR (IV) FOR ANY AMOUNTS THAT EXCEED THE FEES PAID BY YOU (OR YOUR COMPANY, AS APPLICABLE) TO SOULWORK DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CAUSE OF ACTION. SOULWORK SHALL HAVE NO LIABILITY FOR ANY FAILURE OR DELAY DUE TO MATTERS BEYOND ITS REASONABLE CONTROL. THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. General Representation and Warranty.

You represent and warrant that (i) your use of our Services will be in strict accordance with the Soulwork Privacy Policy, with the Agreement, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of our Services will not infringe or misappropriate the intellectual property rights of any third party.

11. US Economic Sanctions.

You expressly represent and warrant that your use of our Services and or associated services and products is not contrary to applicable U.S. sanctions. Such use is prohibited, and Soulwork reserve the right to terminate accounts or access of those in the event of a breach of this condition.

12. Indemnification.

You agree to indemnify and hold harmless Soulwork, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of our Services, including but not limited to your violation of the Agreement.

13. Translation.

These Terms of Service were originally written in English (US). We may translate these terms into other languages. In the event of a conflict between a translated version of these Terms of Service and the English version, the English version will control.

14. Miscellaneous.

The Agreement constitutes the entire agreement between Soulwork and you concerning the subject matter hereof. These Terms of Use may be modified or fully revised at any time (and from time to time). Soulwork will use commercially reasonable efforts to update its website with the most recent applicable Terms of Use. Except to the extent applicable law, if any, provides otherwise, the Agreement, any access to or use of our Services will be governed by the laws of the state of Minnesota, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Hennepin County, Minnesota. The prevailing party in any action or proceeding to enforce the Agreement shall be entitled to costs and attorneys’ fees. If any part of the Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.