WorkerSpring Subscription Services Agreement
Effective Date: April 6th, 2024
This Subscription Services Agreement (“Agreement”) is entered into by and between WorkerSpring, Inc., a Delaware corporation with its principal place of business at 1000 Centergreen Way, Suite 300, Cary, North Carolina 27513 (“WorkerSpring” or “we,” “us,” or “our”) and you (“Customer,” “you,” or “your”), effective upon your creation of an account onworkerspring.com orapp.workerspring.com. WorkerSpring and Customer are collectively referred to herein as the “Parties.”
WorkerSpring provides a platform enabling individuals and organizations (“Communities”) to create networking groups and subgroups, share resources, collaborate on professional development, and, where applicable, facilitate job recruitment activities through a WorkerSpring Recruiting Account. This Agreement governs your access to and use of our platform, including any related subscriptions, whether free or paid.
By using our platform (the “Services”), you agree to the terms of this Agreement, theWorkerSpring Termsof Service, and the WorkerSpring Privacy Policy, each of which is incorporated by reference.
1. ACCESS TO AND USE OF THE SERVICES
1.1 Eligibility
The Services are available only to individuals and entities capable of forming legally binding contracts under applicable law. By using the Services, you represent and warrant that:
(i) You (or the entity on whose behalf you are acting) are duly formed, validly existing, and in good standing in your jurisdiction; and
(ii) You are qualified and licensed to do business in, and in good standing under, any laws that require such qualification.
1.2 Entity Accounts
If you are entering into this Agreement on behalf of an entity (e.g., a community organization, nonprofit, school, association, employer, etc.), you represent and warrant that you have the authority to bind that entity to this Agreement. Any reference to “you” or “your” includes such entity and its Personnel (employees, agents, and other representatives). You are responsible for ensuring that all individuals using the Services on your behalf comply with this Agreement and the Terms of Service.
1.3 Personal Information
WorkerSpring may collect and use personal information (“Personal Information”) in accordance with our. Please review the Privacy Policy for details about our data collection, use, and sharing practices.
1.4 Account Creation and Security
To access and use the Services, you must create an account and provide a valid username and password. You are responsible for all activities that occur under your account and for maintaining the confidentiality of your login credentials. If you suspect unauthorized use of your account, you must notify us immediately. We are not liable for any losses caused by unauthorized account use.
1.5 Content
You may upload, post, or create text, information, files, communications, and other materials (“Content”) within the Services. You are solely responsible for all Content you provide, and WorkerSpring disclaims all liability related to such Content.
1.6 Customer Data
Any information related to you or your Community’s activities on our platform (including Content or Personal Information you collect from your members) is “Customer Data.” Customer Data does not include data associated with individual user accounts that WorkerSpring obtains independently (e.g., a user’s personal WorkerSpring profile). You retain ownership of your Customer Data, subject to the license granted in Section 9.3 below.
1.7 Account Inactivity
If you fail to log in or otherwise use your account for an extended period, we reserve the right to consider your account inactive and may close it. We will attempt to provide notice before closure. Once closed, you may lose access to any Customer Data stored under your account.
2. SUBSCRIPTION SERVICES
2.1 General
WorkerSpring offers both free and paid subscription plans, which may include access to additional features or higher usage limits. Plans and pricing are outlined on our website or as set forth in an applicable order form, purchase order, or invoice (each an “Order Form”).
2.2 Scope of License
Subject to this Agreement, WorkerSpring grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for the term specified in your Order Form (or as otherwise stated for free plans), solely for your Community’s internal purposes. You must use the Services in accordance with all applicable laws.
2.3 WorkerSpring Recruiting Account
If you purchase or subscribe to a WorkerSpring Recruiting Account, you may post job opportunities, manage potential candidates, and create hiring-focused groups. Additional fees, terms, or usage restrictions may apply as indicated in your Order Form or on our website.
2.4 Changes to Services
We may enhance or modify the Services from time to time. If any change significantly reduces core functionality, we will provide reasonable notice.
3. PAYMENT
3.1 Fees
You agree to pay the subscription fees (“Fees”) set forth in your Order Form or as posted on our website for the applicable plan (e.g., free, paid, or recruiting). Fees are typically billed in advance of the subscription period unless otherwise specified.
3.2 Set-Up Charges
Certain paid plans or Recruiting Accounts may include an initial set-up fee (“Set-Up Charge”). Any Set-Up Charges due will be stated on your Order Form.
3.3 No Refunds
All Fees are nonrefundable unless otherwise specified in the Order Form or as required by law. We do not provide refunds or credits for partially used subscription periods.
3.4 Payment Information
You must provide accurate and up-to-date billing and payment information. Should your payment method fail or if charges are declined, we may terminate or suspend your account until payment is received.
3.5 Fee Adjustments
WorkerSpring may adjust Fees or institute new fees at the end of a calendar year or upon thirty (30) days’ notice. If you do not agree to the new Fees, you may cancel pursuant to Section 10.2.
3.6 Taxes
All Fees are exclusive of any applicable taxes. You are responsible for paying all taxes associated with your subscription, except for taxes on WorkerSpring’s income.
4. WORKERSPRING OBLIGATIONS
Based on your Account Type, WorkerSpring agrees to:
Allow the Customer to create and administrate an account on the Site.
Allow the Customer to designate additional account managers or administrators to help manage the Customer’s WorkerSpring account according to the subscription plan stated on the Order Form.
Allow the Customer to create Groups on the Site according to the subscription plan stated on the Order Form.
Allow the Customer to create job listings on the Site based on its subscription plan’s features, according to the subscription plan stated on the Order Form.
Allow the Customer to post information relevant to their community or job search, including announcements, resources, and updates, within the Site.
Allow the Customer to invite and add Members to their Groups.
Give the Customer’s Members access to the Site to create a profile and to update notification settings.
Provide data analytics about Customer Groups based on the features of your subscription plan.
5. CUSTOMER’S OBLIGATIONS
By using the Services, you agree to:
Comply with this Agreement, the Terms of Service, and all applicable laws.
Maintain the privacy and confidentiality of Personal Information and other Confidential Information, in accordance with this Agreement and our Privacy Policy.
Obtain any necessary consents from members whose Personal Information you collect, post, or otherwise share via the Services.
If you use the recruiting functionality, ensure your job postings and hiring practices comply with all relevant legal requirements, including but not limited to wage and hour laws, equal employment opportunity laws, and disability accommodation obligations.
Promptly update any public postings (including job listings) if circumstances change.
Be solely responsible for the accuracy and legality of all Content you upload or share on the platform (including text, images, videos, job postings, group descriptions, etc.).
Keep your subscription information and payment details (if applicable) current.
6. ACCEPTABLE USE
6.1 Prohibited Activities
You must not:
Upload or transmit harmful code (e.g., viruses, trojan horses).
Use the Services in a manner that violates or misappropriates the Intellectual Property Rights of any third party.
Interfere with the functionality or security of the Services.
Collect or store Personal Information about other users (beyond what is permitted under your plan) without their express consent.
Reproduce, resell, or distribute the Services or any portion thereof, except as authorized in writing by WorkerSpring.
Engage in harassment, discrimination, or abusive conduct, or violate any law or regulation.
Circumvent any access restrictions or use the Services for unlawful purposes.
6.2 Content Removal and Suspension
WorkerSpring reserves the right to remove any Content or suspend any account, without notice, if we determine in our sole discretion that there has been a violation of this Agreement or any applicable law.
7. CONTENT AND FEEDBACK
7.1 Your Representations and Warranties
You represent and warrant that:
You own or have all necessary rights to any Content you provide through the Services; and
Your Content does not infringe upon or misappropriate any third party’s Intellectual Property Rights, nor does it violate any applicable law or regulation.
7.2 Sharing Content
Depending on how you configure your Community or groups, you may choose to share Content publicly or with specific members. You are solely responsible for any Content you make public.
7.3 Removing Content
If you delete Content from the Services, we will stop making it publicly available within a reasonable period. However, residual copies may persist in backup systems. Additionally, Content that you have shared (e.g., reposted by others) may remain accessible if it was already shared beyond your direct control.
7.4 Feedback
Any suggestions, ideas, or other feedback you provide about the Services (“Feedback”) is voluntarily given, and we have the right to use, disclose, reproduce, license, or otherwise distribute such Feedback without any obligation to you.
8. PERSONAL INFORMATION AND DATA PRIVACY
8.1 Compliance with Data Privacy Laws
You acknowledge and agree that you are responsible for complying with all applicable data privacy laws regarding any Personal Information you collect, process, or share through the Services.
8.2 Sensitive Personal Information
Unless expressly authorized by WorkerSpring, you must not collect or process Sensitive Personal Information (e.g., financial details, health data) through the platform, other than payment card data you provide to our secure payment processor for subscription fees.
8.3 Notifications and Consents
You are solely responsible for:
Notifying individuals that you collect their Personal Information via the Services;
Obtaining all necessary consents for such collection; and
Handling Personal Information in accordance with applicable laws.
9. OWNERSHIP AND INTELLECTUAL PROPERTY
9.1 WorkerSpring’s Intellectual Property
WorkerSpring (and its licensors, if any) own all rights, title, and interest in and to the Services, including but not limited to the software, features, code, and design that operate the platform.
9.2 Your Content and Customer Data
Except for the license granted to WorkerSpring below, you retain all ownership rights to your Content and Customer Data.
9.3 License to WorkerSpring; De-identified Data
By using the Services, you grant WorkerSpring a non-exclusive, worldwide, royalty-free, sublicensable license to access, use, store, reproduce, modify, create derivative works from, and distribute your Content and Customer Data as necessary to provide and improve the Services. We may also use aggregated, anonymized (“De-identified”) data from your usage to enhance our offerings. WorkerSpring owns all right, title, and interest in any De-identified data.
9.4 Definition
“Intellectual Property Rights” means all current and future worldwide rights under patent, trademark, copyright, trade secret, or other intellectual property laws, including any applications, extensions, and renewals thereof.
10. TERM AND TERMINATION
10.1 Term
This Agreement remains effective for an initial term of one (1) year (unless otherwise specified in your Order Form) and automatically renews annually unless cancelled or terminated in accordance with this Section.
10.2 Cancellation
Either Party may cancel this Agreement by providing thirty (30) days’ written notice prior to the end of the then-current subscription period. Your cancellation will be effective at the end of the current billing cycle, and no refunds will be issued except as stated in Section 3.3 or your Order Form.
10.3 Termination
WorkerSpring may terminate this Agreement immediately if:
You breach applicable laws or this Agreement;
We discontinue the Services or certain parts of them, upon thirty (30) days’ notice;
You fail to cure any material breach within thirty (30) days’ notice of such breach; or
You become insolvent, make a general assignment for the benefit of creditors, or enter bankruptcy or receivership proceedings.
10.4 Effects of Termination
Upon termination of this Agreement:
Your license to use the Services immediately ends;
You must cease all use of the Services;
Any Fees owed to WorkerSpring become immediately due;
You will have thirty (30) days to export any Customer Data or Content you wish to retain. After this period, we may delete or render inaccessible any remaining data;
Members who joined via your Community may retain their personal WorkerSpring accounts and profiles under WorkerSpring’s separate agreements with those individuals.
11. CONFIDENTIALITY
11.1 Definition
“Confidential Information” means any non-public information disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) and which a reasonable person would understand to be confidential or proprietary.
11.2 Obligations
The Receiving Party must:
Keep Confidential Information in strict confidence;
Use it solely for the purpose of performing obligations under this Agreement; and
Limit access to those Personnel who have a need to know for performing obligations under this Agreement.
11.3 Permitted Disclosures
The Receiving Party may disclose Confidential Information if required by law or court order, provided it notifies the Disclosing Party in advance (unless legally prohibited) and cooperates in any effort to seek a protective order.
11.4 Return or Destruction
Upon request or termination of this Agreement, the Receiving Party will return or destroy (at the Disclosing Party’s choice) all Confidential Information, except for archival copies retained according to standard backup procedures.
12. INTEGRATIONS WITH THIRD-PARTY SERVICES
The Services may integrate or connect with third-party applications or websites. Your use of third-party services is subject to their terms. WorkerSpring is not responsible for third-party services or the content thereof.
13. DISCLAIMER OF WARRANTIES
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
WORKERSPRING DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WE DO NOT GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY CONTENT OR DATA WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICES.
14. INDEMNIFICATION
14.1 By WorkerSpring
WorkerSpring will defend you against any third-party claim that the Services infringe that third party’s U.S. Intellectual Property Rights, provided you promptly notify us in writing of the claim and allow us to control the defense and any settlement. We will pay any damages finally awarded against you resulting from such claim. If we believe the Services infringe a third party’s rights, we may at our option: (a) modify the Services; (b) obtain a license for your continued use; or (c) terminate this Agreement with respect to the infringing Services. This Section 14.1 states our entire obligation and your exclusive remedy regarding infringement claims.
14.2 By You
You agree to indemnify, defend, and hold harmless WorkerSpring and its officers, directors, employees, and agents from any and all third-party claims, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to:
Your use of the Services in violation of this Agreement or any applicable law;
Your Content, including any allegation that such Content infringes upon a third party’s Intellectual Property Rights or violates any law;
Your breach of any representation or warranty in this Agreement; or
Your recruiting, job posting, or employment practices that fail to comply with applicable law.
15. LIMITATION OF LIABILITY
15.1 No Indirect Damages
TO THE FULLEST EXTENT PERMITTED BY LAW, WORKERSPRING OR ITS REPRESENTATIVES SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SAVINGS, OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.2 Maximum Liability
TO THE EXTENT PERMITTED BY LAW, WORKERSPRING’S AGGREGATE LIABILITY FOR CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO WORKERSPRING IN THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM OR FIVE HUNDRED DOLLARS ($500) IF NO FEES HAVE BEEN PAID IN THAT PERIOD.
16. MISCELLANEOUS
16.1 Amendment
No modification or amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both Parties.
16.2 Subcontractors
WorkerSpring may use subcontractors to fulfill its obligations. WorkerSpring remains responsible for the acts and omissions of its subcontractors.
16.3 Governing Law and Venue
This Agreement will be governed by the internal laws of the State of Delaware without regard to its conflict of law principles. Any legal action must be brought exclusively in the federal or state courts located in Cary, North Carolina, and each Party consents to personal jurisdiction and venue in those courts.
16.4 Waiver
A Party’s delay or failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision.
16.5 Survival
Provisions that by their nature should survive termination (e.g., confidentiality, indemnification, limitation of liability) shall remain in effect.
16.6 Severability
If any provision of this Agreement is deemed invalid or unenforceable, that provision will be replaced with a valid, enforceable provision that most closely matches the intent, and the remaining provisions will continue in full force and effect.
16.7 Publicity
You agree that WorkerSpring may include your name and logo in customer lists, on the WorkerSpring website, or in promotional materials, unless you provide written notice to opt out.
16.8 Headings
Headings are for convenience only and do not affect interpretation.
16.9 Entire Agreement
This Agreement, along with any Order Form, Terms of Service, and Privacy Policy, constitutes the complete understanding between the Parties regarding the Services and supersedes all prior or contemporaneous agreements, negotiations, or representations.
BY CREATING AN ACCOUNT OR OTHERWISE ACCESSING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE SERVICES.
WorkerSpring, Inc.
1000 Centregreen Way, Suite 300, Cary, North Carolina 27513
