END USER LICENSE AGREEMENT

By clicking to accept or agree to these terms when this option is made available to you or otherwise accessing and using the Services, you (“you”) agree to the following terms and conditions of WorkBright’s End User License Agreement (this “Agreement”) governing your use of All4Staff, Inc. d/b/a WorkBright’s (“we” or “WorkBright” or “us”) online services, including the websites operated by us and the software applications made available by us for use on or through computers and mobile devices, and any related support services we may provide to you through phone, email and text communications (collectively, the “Services”).

Please read this Agreement carefully before you start to use the Services. You agree to be bound by the terms and conditions of this Agreement. DO NOT ACCESS THE SERVICES IN ANY WAY IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT.

Welcome!

Subject to the terms of this Agreement, WorkBright will provide you with access to the Services, which allow you to submit information required by your current or prospective employer (“Employer”) to us for purposes of completing your application and/or personnel file, either as an employee or contractor for such Employer (the “Content”). 

1. Revisions to this Agreement.

We may revise and update this Agreement from time to time and will post the updated Agreement to the Services. UNLESS OTHERWISE STATED IN THE AMENDED VERSION OF THIS AGREEMENT, ANY CHANGES TO THIS AGREEMENT WILL APPLY IMMEDIATELY UPON POSTING. Your continued use of the Services will constitute your agreement to any new provisions within the revised Agreement.

1. Privacy Disclosure.

Our Privacy Policy may be viewed at https://workbright.com/privacy-policy/. All information we collect through or in connection with the Services is subject to our Privacy Policy and you consent to all actions we take with respect to your information consistent with our Privacy Policy. We reserve the right to modify the Privacy Policy in our reasonable discretion from time to time. You consent to WorkBright’s collection and processing of any sensitive personal information included in your Content for the purpose of providing the Services to you and your Employer, and further acknowledge and agree that WorkBright will disclose all Content, including, but not limited to, sensitive personal information, to your Employer and as otherwise described in our Privacy Policy.

You acknowledge and agree that the Services are not intended for the use, storage, collection or maintenance of Protected Health Information (“PHI”) as defined by the Health Insurance Portability and Accountability Act (“HIPAA”). Unless otherwise authorized by WorkBright, you agree not to transmit or store PHI in or through the Services.

1. Access and Account Security.

We reserve the right to withdraw or amend any service or material we provide on or through the Services in our sole discretion without notice. We will not be liable to you or any third party if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict user access to some parts of the Services.

To access the Services, you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all the information you provide on or through the Services is correct, current, and complete. If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You will be responsible for managing your username and password and are responsible for any access to your account or changes made to your account. You agree that you will not transmit, provide access to or share identification and/or password codes with any party unless otherwise authorized pursuant to the terms of this Agreement. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security by emailing us at support@workbright.com.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, or suspend or terminate your access to the Services, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.

1. Intellectual Property Rights.

We (and our licensors, affiliates, and business partners where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Services, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Services. You acknowledge and agree that the Services are provided under license, and not sold, to you, and this Agreement does not convey to you any rights of ownership in or related to the Services, our technology, or any of our intellectual property rights. Our name, logo, and the product names associated with the Services are our trademarks, and no right or license is granted to use them.

You own all right, title and interest, including all related intellectual property rights, in and to the Content and any other material you provide to the Services, except as expressly excluded herein and further excluding government-provided forms, such as Form I9s, which shall not be the property of either party.

We hereby grant you a limited, non-exclusive, non-transferable, revocable, worldwide right and license to access and use the Services, subject to all the terms, conditions, and restrictions set forth in this Agreement. All rights not expressly granted to you are reserved by WorkBright and its licensors. 

Except as expressly permitted in this Agreement, you shall not (i) license, sublicense, copy, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way; (ii) modify or make derivative works based upon the Services; (iii) decompile, reverse engineer, or otherwise use the Services as part of a service bureau arrangement; (iv) remove, delete, alter, or obscure any trademark or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Services; or (v) use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services.

1.  Content.

By providing any Content on or through the Services, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to access, use, reproduce, modify, perform, display, and distribute the Content for purposes of providing the Services, including disclosing your Content to your Employer for purposes of completing your personnel file. 

You represent and warrant that you own or control all rights in and to your Content and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns. You understand and acknowledge that you are responsible for any Content you submit or contribute, and you, not WorkBright, have full responsibility for such Content, including its legality, reliability, accuracy, and appropriateness. We are not responsible or liable to any third party for the content or accuracy of any Content submitted by you or any other user of the Services.

In addition, you hereby grant us and our affiliates and service providers, and each of their and our respective licensees, successors, and assigns the right to reproduce, distribute, create derivative works, and otherwise use your Content in a de-identified, aggregated form (i.e. your Content is summarized together with our other users) for WorkBright’s lawful business purposes, including, but not limited to, the development and improvement of WorkBright’s services and products.

1. Term and Termination.

The term of this Agreement commences when you accept these terms as described above or first access the Services, and will continue in effect until terminated by you or WorkBright. Either party may terminate this Agreement by sending notice to the other. This Agreement will also terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement or WorkBright ceases to provide the applicable Services. Upon any termination or expiration, you must stop using the Services. You agree and acknowledge that we have no obligation to retain any Content and may delete any Content. In most cases, your Employer sets the period that your Content is stored within our Services.  

1. Confidentiality.

For purposes of this Agreement, “Confidential Information” with respect to you, means Content, and, with respect to WorkBright, means any and all non-public technical and non-technical information furnished, disclosed, communicated or otherwise made available, in whatever form or medium (regardless of whether tangible, intangible, visual, audio or oral), by WorkBright to you. For clarity, WorkBright’s Confidential Information shall include, without limitation, the source code of the Services, its inventions, future plans, algorithms, know-how and other proprietary information contained therein. The party receiving Confidential Information (the “Receiving Party”) from the other party (the “Disclosing Party”) will not use any Confidential Information of the Disclosing Party for any purpose other than as set forth in this Agreement. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. The Receiving Party’s obligations under this section with respect to any Confidential Information of the Disclosing Party will terminate if and when the Receiving Party can document that such information: (a) was already lawfully known to the Receiving Party at the time of disclosure by the Disclosing Party; (b) is disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) is independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is required by law or by the order or a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure.                

1. IP Ownership; System Data.

The Services contain components that enable and facilitate the use of certain error-correction, monitoring, and reporting services. You acknowledge and agree that we may automatically use data capture, analysis tools, and other similar tools, to review, extract, compile, synthesize, and analyze your use of the Services and any usage-related data, as well as any non-personally identifiable information resulting from your use of the Services (“System Data”). To the extent that we collect any System Data, such System Data will be solely owned by us and may be used by us for any lawful business purpose without a duty of accounting to you, provided that the System Data is used only in an aggregated, de-identified form, without specifically identifying the source of the System Data. We shall have no obligation to you to maintain, store, or preserve any System Data.

1. Monitoring and Enforcement.

WorkBright has the right to:

• Take any action with respect to any Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for WorkBright.
• Take appropriate legal action, including, without limitation, referral to law enforcement or other government authorities, for any illegal or unauthorized use of the Services. 

However, we do not undertake to review Content and assume no liability for any action or inaction regarding transmissions, communications, or content provided to or through the Services. We are not responsible or liable to any third party for Content, including the accuracy thereof, and have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

1. Reliance on Information.

The information presented on or through the Services is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other user of the Services, or by anyone who may be informed of any of its contents. You acknowledge and agree that WorkBright does not provide any legal guidance, recommendations or guidance and you are solely responsible for complying with applicable laws.

1. Third-Party Services and Content.

The Services may be provided through, or may interoperate with, certain third-party platforms, applications, services, and/or materials, or provide links to third-party websites or services (“Third-Party Services”). You acknowledge and agree that the availability, performance, and functionality of the Services may depend on such Third-Party Services. While WorkBright may facilitate interoperability with Third-Party Services, including through integrations, APIs, or other connectivity features, WorkBright does not own, control, or operate any Third-Party Services. Accordingly, WorkBright is not responsible for Third-Party Services, including their accuracy, completeness, timeliness, validity, security, copyright compliance, legality, decency, quality, or any other aspect thereof. WorkBright shall not be responsible or liable for (a) any failure, disruption, or degradation of the Services caused by or attributable to any Third-Party Services; (b) any loss, corruption, or delay of data transmitted to, from, or maintained by any Third-Party Services; (c) any acts or omissions of any third-party provider; or (d) any changes to or discontinuation of any Third-Party Services that affect the Services. Your use of any Third-Party Services, including any exchange of data or payment of fees, is entirely at your own risk and may be subject to separate terms, conditions, and privacy policies imposed by the applicable third parties. 

The Services may also display, include, or make available third-party content (including forms, data, information, applications, and other products, services, and/or materials) (“Third-Party Materials”). You acknowledge and agree that WorkBright is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. WorkBright does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials.

To the maximum extent permitted by applicable law, WorkBright makes no representations or warranties of any kind, express, or implied, with respect to any Third-Party Services or Third-Party Materials, or any interoperability between the Services and such Third-Party Services or Third-Party Materials, including any warranties that such services or material will be uninterrupted, secure, error-free, or free from harmful components.

1. Communication Methods.

You expressly consent to receive text messages, direct-to-voicemail messages, and automated voice calls from WorkBright related to your use of the Services and to otherwise provide to WorkBright the information requested by your Employer until such consent is revoked. You represent and warrant that you are the authorized user of the mobile number provided for the Services or have been granted permission by the authorized user of the number to enroll such phone number for the Services. By granting this express permission to us, you hereby consent to receive text messages, direct-to-voicemail messages, and automated voice calls from WorkBright even though your number may be on the federal or a state’s do-not-call list.

To stop receiving text messages on your mobile phone, respond “STOP” to the text message or change your text messaging preferences in your profile. Upon a “STOP” request, we may respond with a confirmatory text message in return that will confirm receipt of your cancellation request as well as indicate that you will no longer receive text messages from us. Message and data rates charged by your wireless provider may apply.

Automated voice calls and direct-to-voicemail messages may use prerecorded and/or artificial voice technology. To revoke your consent to such communications, please contact us at support@workbright.com or follow the procedure described via such communications. 

Text messaging services are available on major wireless carriers. Even within a coverage area, factors beyond our control may interfere with message delivery. WorkBright is not liable for delayed or undelivered messages.

1. Use of AI Technology. 

Certain Services provided by WorkBright may be facilitated or powered by third-party artificial intelligence technologies (collectively, “AI Technology”). While we use commercially reasonable means to reduce errors and omissions arising from use of AI Technology, we make no warranties, express or implied, regarding the accuracy, reliability or non-infringement of our use of AI Technology and disclaim any liability for errors, actions or omissions taken by you based on any AI Technology. You acknowledge that the outputs of AI Technology may be inaccurate.  In addition, in certain jurisdictions, notice and/or consent may be required in the event AI Technology is used to collect or process certain information, including personal information. By using the Services, you provide consent for WorkBright’s use of AI Technology in connection with delivery of the Services, and, in the event that any such consents or notices are required from third parties with respect to your use of the Services, you agree and acknowledge that you are solely responsible for obtaining or providing such required consents or notices. 

WorkBright uses certain AI Technology chatbots to communicate with you and facilitate your use of the Services. You will be notified prior to your interactions with such chatbots that you are interacting with AI Technology. Your communications sent to WorkBright through such AI Technology may be recorded, monitored and analyzed to provide and improve the Services and you expressly consent to WorkBright’s transmission of these communications to providers of Third-Party Services for these purposes. You agree not to provide sensitive personal information in your communications with the WorkBright chatbots. You consent to the recording and processing of your chatbot interactions as described herein.

1. Third-Party Charges; Message and Data Rates.

You are solely responsible for any fees or charges incurred to access and use the Services, including, without limitation, charges to send or receive text messages or other mobile access, which may be billed to you by your mobile provider. You acknowledge and agree that WorkBright is not liable in any way for any third-party fees or charges you may incur.  Message and data rates may apply and you are responsible for any such charges. Please check with your wireless carrier for your plan details. 

1. Representations and Warranties.

You represent, warrant and covenant that: (i) you have all necessary rights to convey any Content to us, and that the use of such Content by the WorkBright and the Services does not infringe the rights (including intellectual property rights) of any third party; (ii) you will not introduce into the Services any virus, time bomb, ransom ware, back door, Trojan horse, or other malicious or destructive code designed to permit unauthorized access to the Services; (iii) you will not use the Services to commit fraud or conduct other unlawful activities and will at all times comply with all applicable law in connection with your use of the Services; (iv) you will not use any bot or other automatic or manual device or process for the purpose of harvesting or compiling information on the Services for any reason; and (v) you are authorized to electronically sign all forms where such signature is requested and by signing you represent that you are the individual identified within such applicable form. You further represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

WorkBright and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Services or that: (i) the use of the Services will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (ii) the Services will meet your requirements or expectations, (iii) any stored Content will be accurate or reliable, (iv) errors or defects will be corrected within the Content or within the Services, or (v) the Services or the server(s) that make the Services available are free of viruses or other harmful components. THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY WORKBRIGHT AND ITS LICENSORS.

1. Indemnification.

You will indemnify, defend, and hold harmless WorkBright, its licensors, and each of their respective employees, officers, directors, and affiliates (“Indemnified Parties”), from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) which result from any claim or allegation against any Indemnified Party arising from your use or misuse of the Services or your breach of this Agreement, including, but not limited to, the Content. We will provide you with notice of any such claim or allegation, and we will have the right to participate in the defense of any such claim at our expense. 

1. Limitation of Liability.

IN NO EVENT WILL WE BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE, AND REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, INCLUDING, WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SERVICES, THE ACCURACY OF THE CONTENT WITHIN THE SERVICES, WHETHER THE ELECTRONIC FORMS WITHIN THE SERVICES ARE SUFFICIENT TO MEET FEDERAL OR STATE LEGAL OR REGULATORY REQUIREMENTS, OR ANY RESULTS OBTAINED FROM OR THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, EMPLOYMENT DECISIONS, OR DECISIONS RELATED TO TAX WITHHOLDING. WE WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES THAT RESULT DUE TO THE ACTIONS OF THIRD PARTIES THAT ACCESS THE SERVICES, INCLUDING EMPLOYERS AND THE THIRD PARTIES THEY MAY ENGAGE. WE WILL NOT BE LIABLE FOR ANY NETWORK-RELATED PROBLEMS ATTRIBUTABLE TO THE SERVICES OR CHANGES TO NETWORK CONFIGURATION THAT MAY AFFECT THE PERFORMANCE OF THE SERVICES.

IN ANY EVENT, THE MAXIMUM TOTAL AGGREGATE LIABILITY OF WORKBRIGHT FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED THE LESSER OF THE AMOUNT YOU HAVE PAID TO WORKBRIGHT IN THE LAST TWELVE (12) MONTHS FOR THE APPLICABLE SERVICES OR YOUR DIRECT PROVABLE DAMAGES.

1. Disputes; Governing Law.

Other than requests for injunctive relief, any dispute, controversy or claim arising out of or relating to this Agreement, or the breach hereof, shall be settled by binding arbitration held in Wilmington, Delaware, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Each party shall bear its own expenses in connection with the arbitration proceeding and the parties shall divide equally the costs of the arbitrator. The arbitrator shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including any claim that all or any part of this Agreement is void or voidable. The parties each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. This Agreement will be governed by the laws of the State of Delaware without regard to conflicts of law principles .  If for any reason a claim proceeds in court rather than in arbitration, the parties each waive any right to a jury trial and any such action must be brought in the state and federal courts located in Wilmington, Delaware, as permitted by law. Each party hereby irrevocably consents to the jurisdiction and venue of any such court in any such action or proceeding. 

1. Limitation on Time to File Claims.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

1. Force Majeure.

Any delays or failures by us in the performance of the obligations hereunder shall be excused if such delays or failures result from acts beyond our reasonable control to the extent that such acts could not have been prevented or avoided by the exercise of reasonable diligence by us, including, without limitation, any act of God, act of war or terrorism, riot, epidemic, fire, flood, strikes or other labor disturbances, systemic electrical, telecommunications or other utility failures, and disruptions in government operations and services or other act of government. 

1. Waiver; Severability. 

No waiver of any of the terms or conditions of this Agreement will be binding for any purpose unless made in writing and signed by an authorized representative of the waiving party and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either of the parties in exercising any right will operate as a waiver, nor will any single or partial exercise by either of the parties of any right preclude any other or further exercise thereof or the exercise of any other right. If any provision of this Agreement is found to be unenforceable, such term will be considered severable from the remaining terms, which will continue to be valid and enforceable. 

1. Export Regulation.

You shall not, directly or indirectly, export, ship, transmit, or re-export the Services in violation of any applicable law or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services available outside the US. 

1. Entire Agreement.

This Agreement constitutes the entire agreement between you and WorkBright with respect to the Services and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services. Any amendments or modifications of this Agreement will be binding upon the parties only if made in accordance with Section 1 of this Agreement.  

1. Notice.

We may give notice by means of a general message on the Services; electronic mail to your e-mail address on record in your account information, or by written communication sent by first class mail or pre-paid post to your address on record in your account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to us for matters related to this Agreement (such notice shall be deemed given when received by us) at any time at support@workbright.com.