1. INTRODUCTION

   1. These User Terms of Service apply to all Users.

   2. Please read these Terms of Service carefully. The use of the Websites and/or the Applications by a User is offered subject to acceptance of these Terms of Service. By accepting these Terms and Conditions and/or by proceeding to access or make use of the Platform, and availing a Service Offering, you acknowledge that you have read, understood, and agreed to be bound by these User Terms of Service.

   3. It is important to take note of the warranties, indemnities and limitations on liability provided for in these Terms of Service.

2. DEFINITIONS

   In these Terms of Service which include the provisions in clause 1 hereof the following terms shall bear the following meanings:

   1. “ Account ” means a designated username and password which enables the User to sign in and utilise the Applications;

   2. " Agreement " and “ User Terms of Service ” collectively mean all of the terms, conditions and notices contained or referenced in this document (as amended from time to time) and all other Workfam rules, policies available on the Platform (including but not limited to the Privacy Policy, guidelines and procedures that may be published from time to time on the Platform);

   3. “ Applications ” means Workfam’s applications available to Users on the Website from time to time in respect of the Service Offerings;

   4. “ Content ” means any content submitted, generated, featured, displayed through the Platform (including but not limited to any text, correspondence, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Platform). Content includes, without limitation, Content which may be submitted by a User.

   5. “ Employee ” means any person who is associated with or employed or engaged with the Organisation, who has an Account;

   6. “ Intellectual Property ” means all intellectual property, whether or not registerable, including, but not limited to, copyright, patents, proprietary material, trademarks, designs, know-how, methods, techniques, processes, adaptations, ideas, and technical specifications in respect of the Websites, Applications and Accounts;

   7. “ Organisation ” means any company, firm, association or other entity who signs up with Workfam and agrees to the charges and commercial terms of Workfam for its Employees to be granted an Account by Workfam;

   8. “ Partner ” means any person or legal entity who is registered as a partner of Workfam and who offers Users its Service Offerings;

   9. " Payment Method " means a debit or credit card or other means of payment for the Service Offering Fee, which is acceptable to Workfam from time to time;

   10. “ Platform ” means any online tool provided, processed and/or maintained by Workfam (including, but not limited to, through the Applications, the Websites, all subpages and subdomains, all content, and products or services available at or through the Platform and includes any other related domains offering access to, or facilitating the provision of, the Service Offerings);

   11. “ Privacy Policy ” means Workfam’s privacy practices in relation to the use of the Platform, as amended from time to time;

   12. “ Services ” means any support services provided by Workfam in relation to the Platform and/or the Account;

   13. “ Service Offerings ” means the services offered by Partners from time to time to Users through the Platform;

   14. “ Service Offering(s) Fees ” means the fees payable by a User for the respective Service Offering;

   15. “ Terms of Service ” means the terms and conditions set out in this document, and as may be varied from time to time by Workfam in terms hereof; and

   16. “ Websites ” means the website of Workfam located at http://www.Workfam.com , and other websites of Workfam to which the Applications directs the User, depending on the User’s interaction with the website from time to time.

   17. “ Workfam ”, “ we ”, “ us ” and “ our ” means Workfam FZ-LLC, a free zone limited liability company incorporated in the Dubai Creative Clusters, the free zone established in accordance with Law No. 15 of 2014 concerning the Creative Clusters in the Emirate of Dubai, and having Licence No. 94482.

3. INTERPRETATION

   1. The Agreement headings are used for reference purposes only and shall not affect the meaning of the clause to which they apply.

   2. A reference to natural persons include legal persons and vice versa. References to persons include an individual, a body corporate, and an unincorporated association of persons. Such a reference also includes a person’s successors and permitted assigns unless the context indicates otherwise.

   3. A reference to the singular includes the plural and vice versa.

   4. The computation of periods prescribed in terms of any number of days shall be a reference to calendar days and shall be reckoned exclusive of the first day and inclusive of the last day.

   5. No provision herein shall be construed against or interpreted to the disadvantage of Workfam on the basis of it having or being deemed to have structured, drafted or introduced a provision in the Agreement.

4. ACCESS TO THE PLATFORM

   1. Access to the Platform by a User via an Account is provided by Workfam to the User subject to this Agreement.

   2. The User shall comply with all applicable laws and regulatory requirements relating to the use of the Platform.

   3. In order to ensure optimal use of the Platform, each User is required to follow all reasonable instructions given by Workfam from time to time in respect of the use of the Platform.

   4. The User’s use of the Platform is for personal and non-commercial use only. Any use of the Platform and Service Offerings for non-personal use is strictly prohibited.

   5. On creating an Account, the User represents and acknowledges that they are over the age of 18. Workfam does not permit anyone under 18 to use the Service Offerings. Please immediately cease from using the Platform if you are under this legal age.

   6. Workfam reserves the right to update, modify, restrict access to or discontinue the Platform or any part thereof at any time within its sole and absolute discretion.

5. INFORMATION AND DATA PROVIDED BY THE USER

   1. The User shall ensure that all Content captured, transmitted, uploaded, posted, submitted or linked to in the Platform (i) complies with all applicable laws and regulations, (ii) does not defame, harass, abuse, threaten, or incite violence towards any individual or group, (iii) is not political, pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability, (iv) is not spam or constitutes unauthorized or unsolicited advertising, any other form of unauthorized solicitation, (v) does not contain or install any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party, (vi) does not infringe on any proprietary right of any party, including Workfam, including patent, trademark, trade secret, copyright, right of publicity, or other rights, (vii) does not impersonate any person or entity, including any of Workfam’s employees or representatives; or (viii) does not violates the privacy of any third-party;

   2. Content posted on the Platform, such as blog posts, reviews, comments, questions, ideas and suggestions for new features or improvements, is provided for informational purposes only, with no assurance that such Content is true, correct, or accurate.

   3. The User shall be responsible for the capture of any Content in utilising the Platform, and for the accuracy thereof.

   4. We are not responsible for any public display or misuse of your Content. You acknowledge that any liability, loss or damage that occurs as a result of any such Content is solely your responsibility. You further undertake and agree to indemnify and hold us (and any third-party) harmless from any liability, loss or damage that may occur as a result of any such Content.

   5. The User agrees and acknowledges that Workfam has the right to, in its sole discretion, view and monitor any Content, and to determine whether or not any Content is appropriate and complies with this Agreement. The User grants Workfam the right to refuse or remove any Content without the explicit approval of the User that, in Workfam’s opinion, violates any Workfam policy or is in any way harmful, inappropriate, or objectionable. The User further agrees that Workfam has the right to make formatting, edits and other changes to the Content or the manner in which any Content is displayed on the Platform, in its sole discretion, without the explicit approval of the User.

6. SIGN-UP AND USE OF THE ACCOUNT, WEBSITES AND APPLICATIONS

   1. The User warrants that the information that is supplied to Workfam in the application for an Account will be true, accurate and complete in all respects.

   2. The User shall safeguard the Account. Workfam shall not be responsible for any misuse or unauthorized use of the Platform where such access or use was attributable to a breach by the User. The User undertakes to immediately notify Workfam of any known or suspected unauthorised use of the Account or any other security breaches in respect of the Account or Platform. Workfam shall not be liable for any acts or omissions on the part of the User including damages of any kind arising from any acts or omissions from the User arising from such unauthorised use or any other security breaches. The User shall indemnify Workfam in respect of any and all claims and/or damages arising from the failure to maintain such security and confidentiality of the information captured in respect of the Account that may be suffered by the User and/or any third party arising from such failure including all and any legal costs arising therefrom.

   3. To the extent that an Employee’s Account is to be enabled or disabled, the Organisation shall be responsible for notifying Workfam thereof, failing which access to Platform shall either not be enabled by Workfam or will continue to be provided by Workfam as the case may be.

   4. Workfam reserves the right to reject or terminate access to an Account and/or to the Platform to a User in the event of a User providing false or misleading information during sign-up. The User, by accepting this Agreement, hereby grants Workfam the right to do searches and background checks in respect of the User, including but not limited to, conducting credit bureau checks in respect of the User.

   5. The User is to ensure that the hardware and software used to access the Platform remains updated and is secure at all times.

   6. The User agree to keep Workfam informed of any change in the User’s information from time to time to the extent that such information differs from that provided to Workfam at the time of the application for an Account.

7. GRANT OF LICENCE

   1. Workfam grants the User a non-exclusive, world wide, and non-transferable licence to use the Platform through the Account strictly in accordance with this Agreement.

   2. The User shall not be entitled to sub licence, redistribute or resell Accounts or allow access to Accounts by any third person(s) under any circumstances.

   3. The User agrees not to translate, function map or create derivative works based on the Websites and/or Applications, nor reverse assemble, de compile or reverse engineer the Platform, whether in whole or in part, or otherwise attempt to utilise any source code in respect of the Platform.

8. AVAILING SERVICE OFFERINGS

   1. On the User reserving a Service Offering, Workfam shall provide the User with a booking request receipt. Following acceptance of the booking request by the Partner, Workfam shall provide the User with a booking confirmation, in order to facilitate validation of the booking by the Partner when the User accesses the relevant Service Offering.

   2. The relevant Partner is the provider of the Service Offerings and is solely responsible for honouring the Service Offerings. As such, a Partner may impose certain conditions on their respective Service Offerings, such as minimum participation requirements, which shall be specified on the Platform. The User agrees that Workfam has no control over any such conditions imposed by the Partner.

   3. The Partner shall, in its sole discretion, be entitled to accept or reject any booking request by a User. If a booking for a Service Offering is rejected, the User shall not be charged the Service Offering Fee. Please refer to the terms and conditions of the respective Service Offering as provided on the Platform for more information.

   4. It shall be the responsibility of the User to ensure that the User is satisfied with the terms of each Service Offering that the User has booked.

   5. Workfam exercises no control over the Partners or any Service Offering and makes no warranty or representation about the standard or quality of the Service Offerings. Workfam shall not be liable to the User for any loss or damages whatsoever or howsoever arising from the booking of any Service Offering by the User and the provision of any Service Offering to the User.

   6. The User shall not rent, sell, lend or in any manner allow any other person to use a Service Offering booked by such User, whether with or without consideration.

   7. The User hereby agrees to indemnify, defend and hold harmless Workfam, its affiliates and their officers, directors, employees, agents, licensors and suppliers from any and all liabilities, fines, losses, expenses, legal costs and damages resulting from (i) the booking of the Service Offerings by the User and (ii) the provision of the Service Offerings by the Partner to the User.

9. PAYMENTS, TRANSACTIONS, CANCELLATIONS AND REFUNDS

   1. To reserve a Service Offering, you must provide a valid Payment Method. You agree to pay (i) the respective Service Offering Fee and (ii) any additional transaction fees. You authorize us to charge your Payment Method on acceptance of a booking request by the relevant Partner, without further authorisation from you. If a booking request is not accepted by a Partner, you will not be charged.

   2. Payments of the Service Offering Fee shall be processed by a payment gateway accessible through our Platform. When accessing such payment gateway, we encourage you to read the terms of service and privacy policy of such gateway. We are not responsible for the security of such gateway, nor their terms of service or privacy policies.

   3. You agree not to use an invalid or unauthorized payment method when you make any payment to us. If your payment method fails and you still access the Service Offering, you agree to pay us the corresponding Service Offering Fee within thirty (30) days of notification from us.

   4. If we are unable to process payment through the Payment Method we have on file for you, or if you file a chargeback disputing charges made to your Payment Method and the chargeback is granted, we reserve the right to demand payment of the Service Offering Fee.

   5. Once the Service Offering Fee has been paid, you shall have no right to cancel, postpone, reschedule or receive a refund, except in the event the relevant Partner agrees to, or initiates, such action. Where the relevant Partner agrees to cancellation or a refund, the Service Offering Fee shall be refunded to you within 30 days of the later of (i) the date on which cancellation occurs or (ii) the Partner notifying us in writing that a refund has been agreed.

10. CHARGES AND COMMERCIAL TERMS

    1. 10.1 The Organisation is responsible for payment of all charges relating to its and/or its Employee’s use of the Employee’s Account and the Platform at the prevailing charges of Workfam in respect thereof from time to time.

    2. 10.2 It is the Organisation’s responsibility to familiarise itself with the prevailing charges, billing frequencies and payment terms in respect of its and/or its Employee’s use of the Employee’s Account and the Platform at the prevailing charges of Workfam in respect thereof from time to time.

    3. 10.3 Telecommunications network service providers’ access charges for use of their networks may be varied by network operators from time to time and without prior notice to Workfam. The User shall be responsible for any and all data and telecommunications charges incurred by the User in relation to the use of the Platform as these charges are not included in the charges levied from time to time by Workfam.

    4. 10.4 Failure by the Organisation to make payment of the charges of Workfam to Workfam in accordance with the charges and payment terms of Workfam shall entitle Workfam to suspend and terminate access to the Platform by its Employees without giving any notice to the Employee(s), .

11. INTELLECTUAL PROPERTY

    1. The User acknowledges that they have no rights in and to the Intellectual Property.

    2. Nothing contained in this Agreement shall convey any title or proprietary rights or interest to the User in or to the Intellectual Property.

    3. Other trademarks, service marks, graphics and logos used in connection with the Platform and the Service Offerings may be the trademarks of other third parties, including the Partner.

    4. Any trademarks that appear, are displayed, or are used on the Platform from time to time or as part of the Service Offerings (including any registered trademarks of Workfam) may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from Workfam.

    5. Nothing contained in this Agreement shall convey any title or proprietary rights or interest to the User in or to the Intellectual Property. We reserve all rights that are not expressly granted to you under this Agreement.

    6. The User hereby grants Workfam a royalty-free, perpetual, irrevocable, non-exclusive, transferable licence to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display any Content supplied to the Platform by the User worldwide in order to incorporate it in other works in any form, media, or technology now known or later developed in order to facilitate the functioning and use of the Platform.

12. TERMINATION

    1. If you wish to terminate this Agreement and delete your Account, please contact Workfam at [email protected].

    2. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, and we will delete your Account to the extent possible (if applicable). For additional information regarding deletion of your data, please refer to the Privacy Policy.

    3. Workfam may terminate your access to all or any part of the Platform at any time, with or without cause, with or without notice, effective immediately.

    4. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

    5. The User shall be solely responsible for ensuring that their Account is properly terminated through the functionality of the Platform.

13. INFORMATION SECURITY AND PRIVACY

    1. This Agreement must be read in conjunction with Workfam’s Privacy Policy which shall be deemed to form part of this Agreement.

    2. By accepting this Agreement in the manner prescribed on the Platform, the User undertakes to comply with any applicable data protection laws and legislation.

    3. Workfam is committed to maintaining the security of information hosted and processed through the Accounts and Platform and undertakes to put information security measures in place to protect the security and confidentiality of all data residing within the Platform within the jurisdiction in which the applicable data is housed and processed, subject to any disclosure being lawfully requested in terms of applicable legislation, a court order of competent jurisdiction or other regulatory mechanisms. Provided that should such a disclosure be lawfully requested then the User shall be notified by Workfam that such a disclosure has been requested prior to such disclosure being made by Workfam.

    4. The information security measures that have been put in place are constantly upgraded to keep pace with commercial best practice and Workfam’s security policies and procedures may accordingly be revised or updated from time to time.

14. WARRANTIES, LIABILITY AND INDEMNITY

    1. The Platform is provided on an “AS IS” basis.

    2. Workfam cannot and does not guarantee that the Platform will operate in accordance with the User’s specific requirements or that same will be uninterrupted or error free.

    3. Workfam shall not be liable for any delay, failure, breakdown, damage, loss, cost, claim, penalty, fine, legal expenses or expense arising from:

       1. the use of the Platform or the Service Offerings;

       2. operator error on the part of the User; and/or

       3. fault in hardware, third party software or software supplied to or obtained by the User in utilizing the Platform ; and/or

       4. the intentional or negligent act or omission of any person not being a duly authorised employee, sub-contractor, or agent of Workfam, or any third party not authorised to act; and/or

       5. the actions, omissions or service interruptions in respect the application of a utilities provider or third party service provider, including a telecommunications network service provider.

    4. Workfam shall not be liable for loss of data, loss of profits or for indirect, incidental, special or consequential damages or personal injury arising out of or in connection with:

       1. the performance or use of the Platform and Service Offerings; and/or

       2. arising from the User’s incorporation or attachment of any program, plug-in or device to the Platform; and/or

       3. failure on the part of the User to provide a suitable operating environment for the use of the Platform by the Users; and/or

       4. use of Platform for any purpose other than that for which the Platform was designed.

    5. Workfam shall not be liable or held responsible for any injury, accident, physical or property damage, loss of profit, property, or otherwise that may be caused by or to a User as a result of use of the Platform or availing the Service Offerings.

    6. Use of the Platform is entirely at the User’s own risk and it is understood and acknowledged by the User that no warranties are given by Workfam with respect to any statutory or regulatory requirement or obligation to which the User may be subject to.

    7. The User hereby indemnifies and holds Workfam harmless against any claim by a third party arising out of the use of the Platform or Service Offerings. The User further agrees to indemnify, defend and hold harmless Workfam, its affiliates and its officers, directors, employees, agents, licensors and suppliers from any and all claims from such third parties and all expenses and legal costs relating to such a claim.

    8. Workfam may from time to time provide hyperlinks to websites not controlled by Workfam, including links to Partner’s websites, and such links shall not imply any endorsement, agreement or support for the content of such websites. The User acknowledges that Workfam does not control or monitor the content of such websites and shall not be liable for the access to, inability to access or the content available on or through such hyperlinks.

15. MAINTENANCE

    Workfam shall be entitled from time to time to make improvements, changes or upgrades to the Platform on reasonable notice to the User, with such notice to be given by Workfam of the suspension or interruption of the operation of the Platform and/or Accounts for the purposes of maintenance or making improvements, changes or upgrades thereto.

16. MISCELLANEOUS

    1. Governing Law

       These User Terms of Service are governed by and construed in accordance with the federal laws of the United Arab Emirates, without giving effect to any choice or conflict of law provision or role. Any dispute arising out of or related to these User Terms of Service shall be amicably settled, failing which the courts of the Dubai International Financial Centre shall be the competent authority to settle the same.

    2. Cession and Delegation

       Workfam may assign or delegate its rights or obligations under these User Terms of Service and/or the Privacy Policy, in whole or in part, to any person or entity at any time without your consent. You may not assign or delegate any of your rights or obligations under the User Terms of Service or Privacy Policy without Workfam’s prior written consent, and any unauthorized assignment and delegation by you shall be considered as null and void.

    3. Notices

       1. Notices to Users: Reports, statements, notices and any other communications may be transmitted by Workfam to Users via the email address specified by them in their Account. All communications and notices shall be deemed to be duly served by Workfam to a User when electronically sent by Workfam to the User to the email address specified in the User’s Account.

       2. Notices to Workfam: All notices and any other communications may be transmitted to Workfam (and shall be deemed to be received by or served on Workfam) when electronically received by Workfam at [email protected].

    4. Variation

       You agree that Workfam may amend these User Terms of Service from time to time, and in Workfam’s sole discretion. You agree and undertake to review our User Terms of Service each time you visit our Platform and/or prior to reserving a Service Offering. Although we will use our best endeavours to notify you of any amendment to these User Terms of Service through a dedicated link available at our Platform, we will not be required to provide you with prior notification of such amendments or changes to these User Terms of Service and your continued use of the Platform shall constitute your acceptance of such amendments or changes to these User Terms of Service.

    5. Severability

       If any part of these User Terms of Service is held invalid or unenforceable, that part of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Workfam to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under these User Terms of Service will survive any termination of this Agreement.

    6. Independent Advice

       The User acknowledge that they have been free to secure independent legal advice as to the nature and effect of all of the provisions of these User Terms of Service and that they have either taken such independent legal advice or dispensed with the necessity of doing so. Further, they acknowledge that all of the provisions of these Terms of Service and the restrictions herein contained are fair and reasonable in all the circumstances.

    7. Whole Agreement

       The User Terms of Service shall constitute the whole agreement between the User and Workfam as to the subject matter hereof and no other or previous agreement, representations or warranties, express or implied made either prior to or after acceptance of these User Terms of Service by the User other than those set in these Terms of Service shall be binding on the User and Workfam.

    8. Relaxation

       No latitude, extension of time or other indulgence which may be given or allowed by Workfam in respect of the performance of any obligation hereunder or enforcement of any right arising from these User Terms of Service and no single or partial exercise of any right by Workfam shall under any circumstances be construed to be an implied consent by Workfam or operate as a waiver or a novation of, or otherwise affect any of Workfam’s rights in terms of or arising from these User Terms of Service or estop Workfam from enforcing, at any time strict and punctual compliance with each and every provision or term of the of Service.

Effective as of [•]