1WORKFORCE

SERVICE TERMS OF USE

These 1Workforce Service Terms of Use (referred to as “Terms of Use”) constitutes the entire agreement between the party accessing the Website (referred to herein as “you”) and eProdigy Financial, LLC, a Delaware limited liability company (referred to herein as “eProdigy”, “we”, “us”, “our” or similar designations), concerning your use of the Website. By accessing the Website or otherwise using the Service, you agree to and accept the terms of these Terms of Use. You may use the Website and Service only in accordance with the terms of these Terms of Use. No other contract or terms concerning the Website or Service may be created in any other manner, including by means of any purchase orders or similar documents (even if signed or acknowledged by eProdigy), which modify or amend these Terms of Use. If you do not agree with all the terms of these Terms of Use, you shall not be entitled to access the Website or use the Service.

The Website is for informational purposes only. Nothing on this Website shall be considered to be an agreement for us to provide Services or products to you. Any rights not expressly granted to you in these Terms of Use are reserved to us.

  

1. Definitions. As used in these Terms of Use, the following terms shall have the following meaning: 

Content” means the audio and visual information, documents, software, products, and services contained or made available to you in the course of using the Service. 

Customer Data” means any data, information, or material provided or submitted by you in the course of using the Service. 

Intellectual Property Rights” means any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. 

Administrator(s)” means those Users designated by you who are authorized to purchase licenses to access the Service and to create User accounts and otherwise administer your use of the Service..

License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s). 

Order Form(s)” shall include any subsequent order forms submitted electronically or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to in writing between you and us. 

1Workforce Technology” means all of our proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to you by us in providing the Service.

Service” means the specific edition of our web application that allows you to create and manage step-by-step sales processes, which is developed, operated, and maintained by us, accessible at the Website or another designated website or IP address, or ancillary online or offline products and services provided to you by us, and to which you accessing under these Terms of Use, including the 1Workforce Technology and the Content. 

User(s)” means your employees, representatives, consultants, contractors, or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by us at your request).

“Website” means https://1workforce.com/. 

2. Restrictions on Use.

2.1 Your access and/or use of the Website and/or Service constitutes acceptance of these Terms of Use. If you do not agree to the terms of these Terms of Use, you may not use the Service, the Website and/or the 1Workforce Technology.

2.2 You may not access the Website and/or Service if you are a direct competitor of eProdigy or 1Workforece, except with our prior written consent. In addition, you may not access the Website and/or Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

2.3 You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

2.4 You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities. You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national, and foreign, laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data. You shall: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to us immediately and use reasonable efforts to immediately stop any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another User or provide false identity information to gain access to or use the Service.

4. Account Information and Data. We do not own any Customer Data. You, not us, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and we shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event these Terms of Use are terminated (other than by reason of your breach of these Terms of Use), we will make available to you a file of the Customer Data within thirty (30) days of termination if you so request at the time of termination. We reserve the right to withhold, remove, and/or discard Customer Data without notice following your breach of these Terms of Use, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and we shall have no obligation to maintain or forward any Customer Data.

5. Intellectual Property Ownership. We shall exclusively own all right, title, and interest, including all related Intellectual Property Rights, in and to the 1Workforce Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the Service. These Terms of Use do not constitute a sale of, and does not convey to you, any rights of ownership in or related to the Service, the 1Workforce Technology or the Intellectual Property Rights owned by us. Our name, the 1Workforce logo, and the product names associated with the Service are trademarks of 1Workforce, eProdigy, or third parties, and no right or license is granted to use them.

6. Third Party Interactions. In connection with your use of the Service, you may enter into correspondence with, purchase goods and/or services from, participate in promotions with, or enter other agreements with third-party service providers. For example, and without limiting the generality of the foregoing, in connection with your use of the Service, you may engage with third-party professionals providing sales and management consulting and training. Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between you and the applicable third party. eProdigy and its licensors shall have no liability, obligation, or responsibility for any such correspondence, purchase, promotion, or agreement between you and any such third party. We do not endorse any sites on the Internet that are linked through the Service. We provide these links to you only as a matter of convenience, and in no event shall eProdigy or its licensors be responsible for any content, products, services, promotions, or other materials on or available from such sites. We provide the Service to you pursuant to the terms and conditions of these Terms of Use. You recognize, however, that certain third party providers of ancillary software, hardware, products or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware, products or services.

7. Charges and Payment of Fees. You shall pay all fees or charges to your account in accordance with the fee schedule on your initial Order Form. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You must provide us with a W-9 form, void check and any other information necessary to withdraw all fees and/or charges by ACH debiting your designated bank account as a condition to signing up for the Service. We reserve the right to modify our fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to you, which notice may be provided by email, and which shall be effective upon renewal and thereafter. All pricing terms are confidential, and you agree not to disclose them to any third party.

7.1 You agree to provide us with complete and accurate billing and contact information. This information includes your legal name or your legal company name, street address, email address, and name and telephone number of an authorized billing contact and Administrator. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, we reserve the right to terminate your access to the Service in addition to any other legal remedies.

7.2 If you believe you were charged incorrectly, you must contact us in writing (which may be provided via email in accordance with these Terms of Use) within thirty (30) days of the date of the ACH debit containing the amount in question to be eligible to receive an adjustment or credit.

8. Nonpayment and Suspension

8.1 In addition to any other rights granted to us herein, we reserve the right to suspend or terminate these Terms of Use and your access to the Website and/or Service if your account becomes delinquent. Delinquent accounts are subject to interest of five percent (5%) per month on any outstanding balance, or the maximum permitted by law, whichever is more, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If either party initiates termination of these Terms of Use, you will be obligated to pay the balance due on your account computed in accordance with Section 7 above. You agree that we may bill you for such unpaid fees. 

8.2 We reserve the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that we have no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is thirty (30) days or more past due.

9. Reduction in Number of Licenses. You may reduce the number of User licenses, effective only upon the expiration of the then-current License Term, by notifying us in writing at least thirty (30) days prior to the expiration of the applicable term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. We may reduce the number of your User licenses at any time without prior notice.

10. Termination of Free Trial. We may terminate a free account at any time, for any reason or no reason, in our sole discretion.

11. Modifications and Updates. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION CONTAINED IN THESE TERMS OF USE. WE MAY MAKE CHANGES TO THE SERVICE OR WEBSITE OR PRODUCTS AVAILABLE ON THIS WEBSITE AT ANY TIME AND IN OUR SOLE DISCRETION. The most current version of these terms can be reviewed by clicking on the “Terms of Use” link located at the bottom of the Website. These notices, terms and conditions are subject to change at any time. All updates, enhancements, new features and/or the addition of additional web properties (in the form of additional web pages or websites) are immediately subject to these terms and conditions. Your continued use of the Website constitutes your continued acceptance to all such notices, terms and conditions as modified. Because these Terms of Use may change, we encourage you to refer back often to these Terms of Use.

12. User IDs and Passwords. When you register as a User on this Website, you will be required to provide accurate information about yourself, and must agree to these Terms of Use before you can obtain a User identification and password. When you have these credentials, please be sure to protect and maintain the confidentiality of your User credentials. If you believe your User identification, password or other identifying information has been lost, stolen or otherwise compromised you agree to tell us right away. If you provide your User identification, password or other identifying information, or if any person gets that information from you, you are responsible for that use. We do not seek to collect information from or provide information or services to people under the age of 18. If you are under 18, you may not use the Website. We reserve the right to refuse service, terminate accounts, remove or edit content, or take other actions in our sole discretion.

13. Injunctive Relief; Venue; Choice of Law. If you violate or exceed the scope of these Terms of Use or infringe any of our proprietary rights or any third party, you agree that we would be irreparably harmed and may (in addition to other relief and without having to post bond) obtain a court order enjoining your infringing activity. These Terms of Use shall be governed exclusively by the laws of the State of New York, without regard to conflicts of laws principles thereof. You expressly and irrevocably submits and consents to the personal jurisdiction of and venue in the state and federal courts located in the State of New York, County of New York or Kings, which courts shall be the sole and exclusive forum for the resolution of any disputes arising under these Terms of Use. You waive any claims of inconvenient forum that it may be entitled to make on the basis of its submission to the above jurisdiction. 

14. LIMITATION OF WARRANTIES. THIS WEBSITE AND ALL INFORMATION, CONTENT, SERVICES, GOODS, ADVERTISEMENTS, DOCUMENTS AND RELATED GRAPHICS PROVIDED HEREIN ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. INFORMATION ON THIS WEBSITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE WEBSITE OR THE INFORMATION OR PRODUCTS INCLUDED ON THIS WEBSITE.

TO THE FULLEST EXTENT POSSIBLE BY APPLICABLE LAW, WE AND OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS AND EMPLOYEES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE INFORMATION CONTAINED ON THE WEBSITE AND THE SERVICE, INCLUDING ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE WEBSITE OR SERVICE ARE COMPATIBLE WITH YOUR EQUIPMENT OR THAT THE RELATED SERVICES THEREIN ARE FREE OF ERRORS, VIRUSES, WORMS, “TROJAN HORSES” OR ANY OTHER HARMFUL, INVASIVE OR CORRUPTED FILES AND IS NOT LIABLE FOR ANY DAMAGES YOU MAY SUFFER AS A RESULT OF SUCH DESTRUCTIVE FEATURES.

15. LIMITATION ON DAMAGES. IN NO EVENT SHALL WE AND/OR OUR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTUOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS WEBSITE OR THE SERVICE, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE THE SERVICE, OR INFORMATION AVAILABLE FROM US THROUGH THIS WEBSITE.

16. LIMITATION ON LIABILITY. OUR AGGREGATE LIABILITY AND THE AGGREGATE LIABILITY OF OUR AFFILIATES, SUBSIDIARIES AND SERVICE PROVIDERS AND THE EMPLOYEES AND CONTRACTORS OF EACH OF THESE, TO YOU AND ANY THIRD PARTY FOR ANY AND ALL CLAIMS OR OBLIGATIONS RELATING TO THIS AGREEMENT SHALL BE LIMITED TO DIRECT OUT OF POCKET DAMAGES UP TO A MAXIMUM OF $100 (ONE HUNDRED DOLLARS).

17. RELEASE AND INDEMNIFICATION. You release us, our affiliates and subsidiaries (and their respective officers, directors, agents, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with your use of the Website and/or Services. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” You will indemnify and hold us, our affiliates and subsidiaries (and their respective officers, directors, agents, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your breach of these Terms of Use, or your violation of any law or the rights of a third party.

18. DELAYS. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. EPRODIGY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

19. DMCA Compliance.

19.1 It our policy to respond to notices of alleged copyright infringement, in compliance with the Digital Millennium Copyright Act ("DMCA") and other applicable laws. Our response to these notices may include removing or disabling access to Content claimed to be the subject of infringing activity and/or terminating user accounts. If we remove or disable access to any Content in response to such a notice, we will make a good-faith attempt to contact the User that uploaded the Content, so that they may make a counter notification. We will, in appropriate circumstances, terminate the accounts of repeat infringers.

19.2 If a copyright owner or an agent thereof believes that any Content or link on the Platform infringes upon such owner's copyrights, the copyright owner may submit a notice pursuant to the DMCA, a copy of which can be found here: http://www.copyright.gov/legislation/pl105-304.pdf. Our designated DMCA copyright agent to receive notices of infringing material is: Legal@capitalstackllc.com. Only DMCA notices should go to our DMCA copyright agent. DMCA notices may not be valid if they fail to comply with all of the requirements of the DMCA.

19.3 In some instances a User who has uploaded or posted Customer Data which has been removed pursuant to a DMCA notice may supply a counter-notification. The owner of such affected Customer Data may make a counter-notification pursuant to sections 512(g)(2) and (3) of the DCMA. When we receive a counter-notification, we may reinstate the posts or material in question. To file a counter-notification, the user must provide a written communication (by email to our copyright agent) that sets forth all of the items required by the DMCA.

20. General.

20.1 Publicity. We may represent in press releases, on the Website, and on other promotional materials that you are a subscriber of the Service, and you consent to such disclosures.

20.2 Notices. All notices to either party shall be in writing and shall be mailed by registered, certified or overnight mail to the party to whom it is intended at its address set forth in the applicable Order Form, and a copy of such notice shall be emailed to Legal@capitalstackllc.com (provided that email notification alone is insufficient notice under this Section). All notices and other communications shall be deemed effective when received or two days after mailing, whichever occurs first.

20.3 Export Controls. You agree to comply with all applicable laws, domestic or foreign. You further understand that the Service may be subject to restrictions and controls imposed by the U.S. Export Administration Act, as amended, and agree, if informed by us, to comply with applicable export and import control laws and regulations issued from time to time by the U.S. Department of Commerce and other governmental agencies, foreign or domestic.

20.4 Entire Agreement; Amendments; Waiver. These Terms of Use constitutes the entire understanding and agreement between you and us with respect to its subject matter. Your purchase orders or similar documents (even if signed by us) shall not modify or amend these Terms of Use. The failure of either party to object to or act with respect to any conduct of the other party that is in violation of the terms of these Terms of Use shall not be construed as a waiver thereof.