Terms of Services - Using Worklife Digital Applications

Thanks for your interest in the Worklife Digital API and Web Applications! Worklife Digital has an integrated Application Program Interface ("API") that you can use to enable your web-based application to access a Worklife Digital service protected by an end user’s Worklife Digital account with the permission of the owner of the Worklife Digital account. By using the API, you agree, on behalf of yourself and any affiliates identified in any information about or relating to your application provided by you (together, "you" or "your" for the purposes of the API Terms and Conditions), to be bound by the following terms and conditions (the "API Terms and Conditions"), in addition to the Worklife Digital Terms of Service available at https://www.worklife.digital/terms-of-service (or such successor URL as Worklife Digital may provide). You further agree to be bound by the terms and conditions of any Worklife Digital service you may access through the Worklife Digital Applications (the "Associated Service Terms"). Capitalised terms not defined in the API Terms and Conditions shall have their meaning set forth in the Worklife Digital Terms of Service. If you are accepting on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to these terms and conditions.

Conditions of Use

You must comply with the provisions of these API Terms and Conditions, the Worklife Digital Terms of Service, and the Associated Service Terms. Worklife Digital reserves the right to modify these API Terms and Conditions from time to time in its sole discretion, without notice or liability to you. If a modification is unacceptable to you, you may terminate these API Terms and Conditions by ceasing use of the API. By continuing to use the API, you will be deemed to have accepted these modifications. Please review the most current version of the API Terms and Conditions from time to time, located at https://www.worklife.digital/terms-of-service (or such successor URL as Worklife Digital may provide), so that you will be apprised of any changes. In the event of a conflict between the API Terms and Conditions or the Associated Service Terms, on the one hand, and the Worklife Digital Terms of Service, on the other hand, the API Terms and Conditions or the Associated Service Terms, as applicable, will control. In the event of a conflict between the API Terms and Conditions and the Associated Service Terms, the Associated Service Terms will control solely with respect to the specific associated Worklife Digital service. Subject to the provisions in these API Terms and Conditions, you may develop, display and/or distribute your application as part of a commercial or non-commercial enterprise. If you provide information about you or relating to your application, you must provide complete and accurate information. In addition, in the event that you submit your application for inclusion in our directory of integrated applications, Worklife Digital may use this information when featuring your application in our directory or for other uses. You may only use and/or distribute information from or about end users, including but not limited to any information obtained from a Worklife Digital account or any usage information related to your application (whether or not personally identifying information), in accordance with a legally adequate privacy policy, which you must make publicly available on your web site. You provide your application and any content at your sole option and Worklife Digital is not in any way responsible for the subsequent use or misuse by users who access your application, whether through a Worklife Digital service or otherwise. You may discontinue use of the API and remove your application from the internet at any time. Worklife Digital reserves the right to refuse or discontinue participation to anyone, and to disable end users’ access to any application, at any time in its sole discretion with or without notice. In the event either you or Worklife Digital chooses to discontinue your use of the API or one of your applications’ use of the API, you will promptly cease all use of the API or, if Worklife Digital expressly so requests, use of the API by that application.

Prohibited Actions

You will not and will not allow on your behalf third parties to (a) make and distribute copies of any aspect of the Worklife Digital Applications, any associated Worklife Digital service API, or any accompanying documentation except as permitted by these API Terms and Conditions; (b) attempt to copy, reproduce, alter, modify, reverse engineer, disassemble, decompile, translate, or attempt to discover any prototypes, software, algorithms, or underlying ideas which embody the Worklife Digital Applications or any associated Worklife Digital service; or (c) create or attempt to create derivative works of or from the Worklife Digital Applications or any Worklife Digital service except as expressly described herein. In connection with your use of the Worklife Digital Applications, neither you, any third party on your behalf, nor any application developed by you may: (i) violate any applicable laws; (ii) violate any posted program policies for the Worklife Digital Applications or associated Worklife Digital service (the "Program Policies"); (iii) violate the legal rights of any third party, including but not limited to copyrights, trademarks, rights of privacy, and rights against defamation; (iv) include content or link to content that is obscene, pornographic, hateful or illegal; (v) mislead or attempt to mislead end users; (vi) distribute or attempt to distribute harmful code, including but not limited to viruses and worms; or (vii) violate Worklife Digital’s Software Principles available at http://www.Worklife Digital.com/intl/en/corporate/software_principles.html (or such successor URL as Worklife Digital may provide) and other policies as Worklife Digital may develop from time to time.

Intellectual Property

You direct and authorize Worklife Digital and its affiliates to host, link to, and otherwise incorporate your application into the associated Worklife Digital services, and to carry out any copying, modification, distribution, internal testing, or other processes necessary in order to make this authorized use. In addition, Worklife Digital and its affiliates, in their sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and web site listings (including links to your web site or applications) for the purpose of advertising or publicizing your use of the Worklife Digital Applications, any associated Worklife Digital service, and/or your creation of an integrated application. You also agree that you will not yourself (and will not allow third parties to) remove, obscure, or alter Worklife Digital’s or any third party’s copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through any Worklife Digital API. Neither you nor your employees, agents or contractors acquire nor will acquire any intellectual property rights under these API Terms and Conditions (including but not limited to patent, copyright, and trademark rights) except, for the authorized duration of your use of the API, a non-exclusive, revocable, non-sublicensable license to use the API to develop applications in accordance with and pursuant to these API Terms and Conditions, the Worklife Digital Terms of Service, all Associated Service Terms, and all applicable Program Policies.

Representations; Warranties.

You represent and warrant that (a) you have full power and authority to accept these API Terms and Conditions; (b) you own and/or have obtained the necessary legal rights to provide the integrated application and all content and functionality contained in or provided through the application, and will maintain these rights for as long as the application is available to users; (c) you do not violate contractual or other legal obligations to any party by agreeing to the provisions of this API Terms and Conditions and creating and providing the application; (d) you will not violate the legal rights of any third party or any applicable law in creating and providing the application or any content contained in or transmitted through the application or in performing your obligations under these API Terms and Conditions, (e) the application shall not contain or provide any pornographic, hate-related, violent, or illegal content; and (f) the application shall not contain or provide any harmful or malicious code, including but not limited to viruses and worms.

Indemnification

You hereby agree to indemnify, defend and hold Worklife Digital, its affiliates, and their officers, directors, agents, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with any claim arising out of: (i) your use of Worklife Digital API; (ii) your applications and associated web sites; (iii) any use by the users of your applications; (iv) any breach of or noncompliance with any representation, warranty or obligation in these API Terms and Conditions or referenced terms or policies; and (v) any claim that your application or any content or functionality available on or through your application violates any applicable law, including without limitation that it infringes the rights of a third party. You shall cooperate as fully as reasonably required in the defense of any claim. Worklife Digital reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the API may be irreparable; therefore, Worklife Digital is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.

Disclaimer of Warranties

Worklife Digital disclaims any responsibility for any harm resulting from your use of Worklife Digital API. Worklife Digital APIS ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. Worklife Digital EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. Worklife Digital DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF Worklife Digital API. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD AND/OR USE Worklife Digital API AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF Worklife Digital API. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

Limitation Of Liability

UNDER NO CIRCUMSTANCES SHALL Worklife Digital BE LIABLE TO YOU ON ACCOUNT OF YOUR USE OR MISUSE OF Worklife Digital API. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF Worklife Digital HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE, MISUSE , OR RELIANCE ON WORKLIFE DIGITAL API, FROM INABILITY TO USE Worklife Digital API, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF Worklife Digital API. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Feedback

If you have comments on the API or ideas on how to improve them, please visit the developers forum. Such feedback may include bug reports, problems or deficiencies encountered by you while using the API. Any feedback you provide will be considered the property of Worklife Digital, may be used by Worklife Digital and its affiliates for any purpose, and you will keep all feedback confidential.

Miscellaneous Provisions

These API Terms and Conditions do not create any agency or partnership relationship. These API Terms and Conditions are not intended to benefit, nor shall they be deemed to give rise to, any rights in any third party. These API Terms and Conditions will not be assignable or transferable by you without Worklife Digital?s prior written consent. These API Terms and Conditions will be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of laws provisions of California or your actual state or country of residence. If for any reason a court of competent jurisdiction finds any provision or portion of these API Terms and Conditions to be unenforceable, the remainder of these API Terms and Conditions will continue in full force and effect. These API Terms and Conditions, together with the various Associated Service Terms, Program Policies, and other Worklife Digital documents referenced herein, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these API Terms and Conditions will be effective only if in writing and signed by Worklife Digital.