All references to the “User”, “you” or “your” shall mean and refer to any person who accesses and / or uses the WorkXFlow Platform in any manner – including, but not limited to, those parties that create a User Account (as hereinafter defined). Such references shall also include such User’s successors, principal(s) and representatives, if any.
“WorkXFlow Platform” shall mean and refer to any public-facing internet website, online or digital application and social media account operated by WorkXFlow – including, but not limited to, www.workxflow.com.
“User Account” shall mean and refer to a User’s dedicated account on the WorkXFlow Platform – consisting of, but not limited to, its login credentials, profile and related information.
“Applicable Law(s)” shall mean and refer to any law, regulation, ordinance, statute, rule, judgment, decree, order, resolution and policy, etc. having binding force passed or decreed by the Government of the Democratic Socialist Republic of Sri Lanka, its instrumentalities or other concerned statutory authorities.
“Integrated PM Platform” shall mean and refer to any practice management software / platform integrated with the WorkXFlow Platform (including, but not limited to, such Integrated PM Platform’s operator and authorized payment processors).
“Intellectual Property” shall mean and refer to without limitation, any and all trademarks and service marks, copyright (including copyright in promotional material and the object and source code of any software), patents, industrial designs, social media handles and accounts, domain names, proprietary formulates, databases, know-how, innovations, designs, trade secrets or any improvements to such property (including any and all material defining, describing, or illustrating such property), whether in hard copy, electronic form or otherwise and whether registered or unregistered (including the right to register).
If you do not satisfy any of these requirements, you must refrain from creating a User Account or otherwise using the WorkXFlow Platform and its products and services.
To access and / or use the WorkXFlow Platform and its features, you must first set up and create a User Account.
Users undertake and shall be held solely and exclusively responsible: (i) for any and all actions carried out through or utilizing their respective User Accounts (whether internally on the WorkXFlow Platform, in connection with a third party website or application, or otherwise); (ii) for keeping their respective login credentials confidential and secure at all times, including the password of any third-party application or website that we may allow you to use to access the WorkXFlow Platform; and (iii) for immediately notifying WorkXFlow by email at firstname.lastname@example.org of any unauthorized use or breach of their respective User Accounts upon becoming aware of it:
Provided, however, that, subject to the independent obligation of each User to immediately secure its User Account by changing its login credentials via the WorkXFlow Platform upon becoming aware of any such unauthorized use or breach, Users acknowledge and agree that notifying WorkXFlow of such unauthorized use or breach as required above shall not transfer or absolve such User of its obligations and corresponding liabilities as specified above.
You further acknowledge and agree that WorkXFlow retains absolute discretion to refuse to register any person or entity as a User, including, but not limited to, on account of a prior suspension of such person or entity from using the WorkXFlow Platform.
All User Accounts, including any rights and liabilities arising thereunder, are non-transferable except with prior written permission from WorkXFlow.
You may cancel your User Account at any time by contacting our customer support team with clear, written and unambiguous instructions to that effect at email@example.com. Cancellation will be effective immediately upon WorkXFlow acknowledging such request for cancellation. Please note that after you cancel your User Account, you shall: (i) not be able to access or use the WorkXFlow Platform; and (ii) not be entitled to a refund of any fees that you’ve already paid to WorkXFlow.
Except where, and to the limited extent, the WorkXFlow Platform specifically provides otherwise (for e.g., where limited provision is made for the temporary use of a free trial subscription), User Accounts are accessible and operable subject to fees payable based upon the subscription plan that you select and, accordingly, you agree to pay any and all applicable fees related to your use of the WorkXFlow Platform and your User Account as and when they are due. Such fees may be charged and collected on behalf of WorkXFlow either: (i) directly through a third-party payment portal / processor connected to the WorkXFlow Platform; or, where applicable, (ii) by one of the WorkXFlow Platform’s Integrated PM Platforms. All payments are non-refundable.
Subscription plans are also made available subject to limited but renewable subscription periods ranging from monthly to annual durations. For renewals, WorkXFlow (or, where applicable, the relevant Integrated PM Platform) will automatically charge your payment method for the amount of the then-prevailing fee for your existing category of User Account, subscription plan and period (plus applicable taxes), and renew your User Account for the same subscription plan and period – unless you have, by the expiry of the subscription period preceding such renewal (the “Current Subscription Period”), cancelled your User Account or, alternatively, disabled automatic renewals via the WorkXFlow Platform (thereby notifying WorkXFlow that you do not wish to renew your subscription plan and continue using your User Account following the expiry of your Current Subscription Period).
WorkXFlow reserves the absolute right and discretion to set and revise the pricing and fees of its subscription plans, from time to time.
By providing a payment method, you expressly authorize us (either through a third-party payment portal / processor or Integrated PM Platform) to charge any applicable fees on such payment method as well as any taxes and other charges incurred in connection therewith at regular intervals, all of which shall depend on your particular subscription plan, period and User Account:
Provided, however, that the authorization granted by each User hereunder and WorkXFlow’s corresponding rights to charge such payment method for any outstanding fees due to it from the User in connection with its User Account shall continue (even beyond any termination, cancellation or suspension of a User’s account, whether involuntary or otherwise) until such time as all fees due and payable to WorkXFlow are settled in full.
To the extent that payment mechanisms are provided through third parties (including, but not limited to, third party payment processors / portals or Integrated PM Platforms), you acknowledge and agree: (i) that such third parties are independent contractors that operate autonomously and completely outside of the control or oversight of WorkXFlow; (ii) that the payment mechanisms and services provided by such third parties are governed and made available to Users on distinct and independent terms and conditions (the contents of which you are advised to familiarize yourself with prior to utilizing them); and (iii) that WorkXFlow will have no liability to you arising out of the acts or omissions of such third parties. If and where applicable, you agree to maintain current billing information.
Each and every User acknowledges and agrees that it shall not (and may not be permitted to) access and / or utilize all or part of the WorkXFlow Platform and its features, with or without notice, where it has failed and / or neglected to pay and settle any fees due and payable in connection with its User Account and subscription plan (including, but not limited to, where the applicable third party payment processor is unable to charge the payment method provided).
In addition, you shall not (nor allow or assist another party to) access or use the WorkXFlow Platform in order to: (a) reverse engineer or make derivative works based upon the WorkXFlow Platform and its features; (b) design or develop a competitive or substantially similar product or service; (c) copy or extract any of the WorkXFlow Platform’s features, functionality or content; (d) launch, or cause to be launched on or in connection with the WorkXFlow Platform, an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses, malware or worms or unduly burden or hinder the operation and / or performance of the WorkXFlow Platform and / or a Third Party Platform (as hereinafter defined); (d) disclose, store or use information that you do not have permission or authority to disclose, store or use; (e) impersonate or misrepresent yourself to any person or entity; or (f) attempt to gain unauthorized access to an Integrated PM Platform or the WorkXFlow Platform’s features and services or underlying systems, servers or networks.
You further undertake and agree to comply with any and all Applicable Laws when accessing, operating and otherwise utilizing the WorkXFlow Platform and its features.
Where you upload content of any kind to the WorkXFlow Platform for any purpose or use (including, but not limited to, text, media or other data), you acknowledge, represent and undertake to WorkXFlow that:
You further acknowledge and agree: (i) that access to and use of certain features and aspects of the WorkXFlow Platform may be predicated and preconditioned upon the availability, accessibility and functionality of such Third-Party Platforms (including, but not limited to, Integrated PM Platforms); (ii) that WorkXFlow makes no representations or warranties of any kind on or in connection with the quality, availability, functionality, suitability or security of such Third Party Platforms; and (iii) that any inaccessibility, errors or other down-time suffered by or relating to such Third Party Platforms may impact your use of the WorkXFlow Platform and its features. Where you authorize the integration of your User Account with any Integrated PM Platform, you thereby automatically authorize WorkXFlow to: (a) synchronize, export and share any information, data and / or other content uploaded or connected to your User Account with such Integrated PM Platform; as well as (b) import, collect, store and synchronize any similar information, data and / or content made available by such Integrated PM Platform on to the WorkXFlow Platform – where, and to the extent, either is required in order to facilitate and maintain such integration(s).
While we do make best efforts to ensure that the WorkXFlow Platform and its features operate as intended, Users hereby acknowledge and agree that the WorkXFlow Platform and its features are provided on an AS IS and AS AVAILABLE basis without any express or implied representation, warranty or guarantee of any kind made – including, without limitation, in respect of satisfactory quality, fitness for a particular purpose, non-infringement, compatibility, security and accuracy. Without prejudice to the generality of the foregoing, WorkXFlow also makes no express or implied representation or warranty that the functionality of the WorkXFlow Platform will be uninterrupted, secure or error free, that its features will meet any User or third party’s specifications, needs or requirements, that it will be compatible with any software or system or that the server(s) and systems that make it available shall be free of viruses or anything else which may be harmful or destructive.
Users further acknowledge and agree that WorkXFlow reserves the absolute right to suspend and / or shut down all or any part of the WorkXFlow Platform and its features, with or without prior notice, for the purpose of carrying out maintenance and / or upgrades from time to time.
WITHOUT PREJUDICE TO THE DISCLAIMERS PROVIDED FOR ABOVE AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WORKXFLOW, INCLUDING ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR OTHER REPRESENTATIVES BE LIABLE TO ANY USER (WHETHER BASED IN CONTRACT, TORT, PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY) FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE WORKXFLOW PLATFORM OR ITS FEATURES – HOWSOEVER ARISING INCLUDING BY NEGLIGENCE, EVEN IF WORKXFLOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU FURTHER ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WORKXFLOW PLATFORM SHALL BE SOLELY AND EXCLUSIVELY AT YOUR OWN RISK.
Any Disputes raised by a User must be submitted in writing to WorkXFlow within thirty (30) days of such Dispute first arising, failing which WorkXFlow shall have no liability whatsoever in respect thereof and such User shall be deemed to have waived whatever rights it may have had in relation to such cause of action including, but not limited to, all legal and equitable remedies.
In the event that such parties are unable to resolve it through mutual discussion within twenty-one (21) days of notice being given of such Dispute (hereinafter referred to as the “Negotiation Period”), such Dispute shall be referred to the Institute for the Development of Commercial Law and Practice for arbitration and settled in accordance with the Rules of the Arbitration Centre of the Institute for the Development of Commercial Law and Practice (“ICLP”). The place of the arbitration shall be Colombo, Sri Lanka. The proceedings of arbitration shall be in the English language. The arbitral tribunal shall consist of one (01) arbitrator who shall be mutually agreed upon by and between the parties in dispute – provided, however, that, where such parties cannot agree upon an appointment within Fourteen (14) days of the expiry of the Negotiation Period, then – the Parties hereby authorize ICLP to nominate and appoint an arbitrator on their behalf. The Parties agree that any award by the ICLP shall be final and conclusive and be enforceable against them in any competent court of law.
Any such arbitrator appointed under and in terms of this Clause may not consolidate more than one User’s claims, and may not otherwise preside over any form of class or representative proceeding or claims (such as a class action or consolidated action) unless WorkXFlow specifically agrees thereto in writing following the initiation of the arbitration.
All communications from WorkXFlow to a User shall be made either: (a) by electronic mail to the email account saved on record for such User’s User Account; and / or (b) by registered post or courier to the physical address saved on record for such User.