Terms of Service

Your use of the proprietory Transformify (TFY)® service offered at transformify.org (the “Service”), is subject to these Terms of Service. In order to use the Service, you must agree to be bound by these Terms of Servoce (“AGREEMENT”) with Transformify Ltd (COLLECTIVELY, “Transformify”, "TFY" "WE", "US", AND "OUR"). IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.

The Transformify (TFY) Privacy Policy (available here ) is incorporated herein by reference. This Agreement governs your use of the Service however accessed, including via an internet browser, smartphone, tablet, or another internet-connected device.

By signing up for the Service on behalf of a business client of Transformify (TFY), you confirm that (a) you are duly authorized to represent the legal entity under which the client operates and any affiliates of the client who will be using the Service under the client, (b) you accept the terms of this Agreement on behalf of such legal entity and affiliates, and (c) any references to “you” in this Agreement refer to a such legal entity, affiliates and all of the employees, consultants and agents of those respective parties. You are responsible for all activity that occurs under your account with Transformify (TFY).

The Service

Transformify (TFY)® Service may include additional services that you subscribe to receive directly from or through Transformify ( TFY) (“Additional Services”). Some of these Additional Services have specific additional terms that apply to your use of those Additional Services (the “Additional Terms”), and those Additional Terms become part of this Agreement. In the event an Additional Term directly conflicts with any term in this Agreement, the Additional Term will apply to your use of the Additional Services instead of the term contained in this Agreement. For the avoidance of doubt, any reference to the Service in this Agreement will include the Additional Services.
Transformify (TFY) may act as an authorized reseller on behalf of its customers reselling their goods and services to third parties and providing payroll on-demand, vendor management services, billing,self-billing and payment automation services.
Transformify ( TFY) Service comprises of ATS ( Applicant Tracking System), VMS ( Vendor Management System), FMS ( Freelancer Management System), HRMS ( Human Resources Management System), MOR ( Merchant of Record),EOR (Employer of Record),billing, self-billing and paymentautomation offered on software-as-a-service (SaaS) basis.

Term and Termination

2.1 Term. This Agreement will remain in effect (a) for as long as you have an active subscription for the Service and/or use the Service on a pay-as-you-go basis, (b) if you elect to use the Service for a trial period and do not purchase a subscription before the end of such period, until the end of the trial period (the "Term") or (c) if you elect to use the Service on a pay-as-you-go basis.

2.2 Start Date and Renewal. Subscriptions purchased by you commence on the start date specified when you complete the initial payment process and continue for the subscription term selected at the time of payment. If you add an additional subscription for a new Transformify ( TFY)® service or module at a later date, the new service will commence on the start date specified at the time you added the new service and continue for the subscription term selected at that time. Subscriptions automatically renew, as described in Section 5.1. If you would like a separate instance of the Service for an affiliate, that affiliate must purchase its own subscription to the Service and separately accept these Terms of Service.

2.3 Cancellation. You are solely responsible for the proper cancellation of your subscription. You may cancel your subscription at any time.

2.4 Suspension and Termination of Service. Transformify (TFY) may suspend your access to the Service and terminate this Agreement and your use of the Service at any time in the event you materially breach this Agreement (including failure to pay, which may occur if your credit card cannot be charged) and you do not cure such breach within 30 days of Transformify ( TFY) providing you with written notice of such breach (including notice by email), or earlier if a specific subscription or Additional Terms provides otherwise. Notwithstanding the foregoing, Transformify (TFY) may immediately suspend or terminate your access to the Service without liability if you are in violation of Sections 4.1, 4.5, or 13 of this Agreement, as determined by Transformify (TFY) in its sole discretion. Transformify (TFY) may also downgrade, suspend or terminate your access to the Service without liability, after providing you with 30 days’ advance written notice, if (a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 3.1 below, or (b) you do not log in to or otherwise use the Service for a period of 180 days or more if you have a paid account and for a period of 60 days or more if you have a free account. For instances other than non-payment or violation of Sections 4.1 or 13, in the event you cancel one or more of your subscriptions or this Agreement is terminated by Transformify (TFY) or you, Transformify (TFY) will refund to you any prepaid fees that would have covered any future months of your month-to-month subscription after the effective date of termination for all such subscriptions, except that no refunds will be granted for the then-current month. See Section 5.2 for further details. Notice via email from Transformify (TFY) will be sent to you at the email address you have provided to us. Transformify (TFY) reserves the right to manage its client profile, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing to not provide services to certain groups, parties, industries, companies, or in certain countries, in its sole discretion.

2.5 Data Downloads and Deletion. In the event your subscription is terminated, other than in instances where it is terminated by Transformify (TFY) for your nonpayment or violation of Sections 4.1 or 13, you will continue to have the ability to download the information provided, inputted, or uploaded to your databases in the Transformify (TFY)® Service by you or on your behalf (“Data”) for 30 days after the effective date of expiration or termination of your subscription. After such 30-day period or if your subscription is terminated due to your nonpayment or violation of Sections 4.1 or 13, Transformify (TFY) shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, or required pursuant to Additional Terms, delete all of your Data contained in the Transformify (TFY)® Service. If you subscribe to the “Transformify (TFY)® Vendor Management System (VMS)” or Freelancer Management System (FMS), Transformify (TFY) may maintain your payroll data for 10 years, as is necessary to fulfill the legal and tax requirements for its Vendor Management System (VMS).

2.6 Beta Service. You may be provided an opportunity to participate in beta or early access programs that are integrated into or are separate from the Service (“Beta Service”). By opting-in to a Beta Service, Transformify (TFY) grants you a limited, revocable, non-transferable, non- sublicensable, non-exclusive license to use the Beta Service. You agree that (a) Beta Services are made available to you on an “as is” and “as available” basis and may contain errors, omissions, bugs, and similar inconsistencies and (b) Transformify (TFY) has no obligation to correct any such errors. Transformify (TFY) reserves the right to modify or terminate your use of any Beta Service in our sole discretion. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF A BETA SERVICE. Additionally, by opting-in to use a Beta Service, you agree to provide feedback regarding your experience with the Beta Service, upon our reasonable request. If, at any time and for any reason, you choose to opt-out of our communications regarding a Beta Service, you acknowledge and agree that we may terminate your use of the Beta Service.

Modification of Service or this Agreement

3.1 Levels of Service. The Service may be made available in free or paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. Transformify (TFY) reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.

3.2 Modification of Agreement. Transformify (TFY) may modify or update this Agreement at any time. In the event Transformify (TFY) determines it is necessary to make a material modification to this Agreement, you will be notified of such change and asked to affirmatively agree to such modified version of the Agreement. Note, however, that your use of the Service after modifications to the Agreement become effective constitutes your binding acceptance of such changes.

3.3 Exclusive Remedy. If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate your subscription and discontinue use of the Service.

Usage Rights; Restrictions; Support

4.1 Usage Rights. During the Term, Transformify (TFY) grants you a limited, revocable, non- transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (collectively, the “Software”) via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates Transformify (TFY) to deliver or make available any copies of computer programs or code from the Software to you, whether in object code or source code form. You agree to use the Service, including the Beta Service, only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to use the Service, including the Beta Service:

1) to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by Transformify (TFY);
2) for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by Transformify (TFY) in its sole discretion);
3) to attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
4) to duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of Transformify (TFY);
5) with any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or
6) to rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.

4.2 Support. Transformify (TFY) shall: (a) provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support if purchased separately, (b) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for: (i) planned downtime (which Transformify ( TFY) shall schedule to the extent practicable after business hours Greenwich Mean Time on Fridays), (ii) any unavailability caused by circumstances beyond Transformify (TFY)’s reasonable control, including, but not limited to, acts of God, acts of government, floods, fires, earthquakes, pandemics, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), internet service provider failures or delays, or denial of service attacks, or (iii) as necessary to update the Service to ensure its security and integrity, and (c) provide the Service only in accordance with Applicable Law. Transformify (TFY)’s hours for basic support are 9:00 a.m. to 6:00 p.m., Greenwich Mean Time (GMT), on weekdays, in the English language via email and chat. Also, while Transformify (TFY) would like to offer the Service in a manner that accommodates all customers in their native language, this is not practical considering the constant updating we do with our Service, the vast number of languages spoken and read in the world, and the localizations that would be required. Transformify (TFY) therefore provides much of its Service in English, with limited adaptations to certain major languages, which adaptations are made in its sole discretion.

4.3 Security Safeguards. Transformify (TFY) shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service, and the security of your Data. Transformify (TFY) shall not (a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or (b) access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters. In the event Transformify (TFY) is compelled by Applicable Law to disclose your Data, we will provide you with notice thereof, (in advance, if possible) if permitted by Applicable Law.

4.4 Your Responsibility. You are solely responsible for your Data, and all uses of your Data that occur through your account. You acknowledge that all users you onboard or otherwise introduce to Transformify (TFY) via the VMS ( Vendor Management System) or the FMS ( Freelancer Management System) are classified as independent contractors and/or service providers with respect to Transformify (TFY) and are not employees of Transformify (TFY). Transformify (TFY) will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit for the benefit of the users onboarded or otherwise introduced by you.

4.5 IF YOU CHOOSE TO USE AND/OR PAY FOR A TRIAL OR TEST ACCOUNT (A LIMITED TIME AND USAGE TRANSFORMIFY (TFY) ACCOUNT USED FOR TESTING THE SERVICE), YOU AGREE AND ACKNOWLEDGE THAT (A) YOUR TEST ACCOUNT WILL NOT BE USED WITH LIVE OR REAL DATA AND (B) TRANSFORMIFY (TFY) MAKES NO WARRANTIES OR GUARANTEES REGARDING THE TEST ACCOUNT.

4.6 API Integration. If you integrate with Transformify (TFY) using our APIs, you must use efficient programming, which will not cause an excessive number of requests to be made in too short a period of time, as-determined solely by Transformify (TFY). If this occurs, Transformify (TFY) reserves the right to throttle your API connections or suspend or terminate your Transformify (TFY) account.

Payment Terms; Automatic Renewal

5.1 YOUR SUBSCRIPTION TO THE SERVICE RENEWS AUTOMATICALLY ON A MONTH-TO-MONTH BASIS. IF YOU ARE PAYING BY CREDIT CARD, YOUR CREDIT CARD WILL BE CHARGED ONCE A MONTH FOR MONTHLY SUBSCRIPTIONS OR AT THE TIME ANY PREPAYMENT HAS BEEN DEPLETED BASED ON YOUR NUMBER OF EMPLOYEES AND SUBSCRIPTION TO THE SERVICE. You can download an invoice by login into your Transformify (TFY) account when your card has been charged If your card cannot be charged, Transformify ( TFY) will notify you and you will need to update your payment information. In the event you do not update your payment information within 22 days of Transformify (TFY)’s notice, your access to the Service may be suspended and you will need to update your card information in order to resume use of the Service. There will be no refunds or credits for partial months of service.

5.2 Pricing Adjustments. We may offer you certain discounts if you prepay your month-to-month subscription. If you cancel your subscription, or your subscription is suspended for nonpayment, before your prepayment has been depleted, we will refund any unearned prepayment fees but you will no longer qualify for a prepayment discount and you will be charged the difference between the monthly and prepayment discount pricing for the number of months your subscription was active during a prepayment period. If you cancel only a portion of your subscription, you may still qualify for a prepayment discount and the prepaid amounts attributed to that portion will be used against other services to which you have subscribed.

5.3 Fees and Taxes. All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which Transformify (TFY) may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties.

5.4 Subscription Charge Adjustments. Transformify (TFY) may at any time, upon notice of at least 90 days, or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new charges or fees. If you have prepaid your month-to-month subscription service, price changes and institution of new charges implemented after your prepayment will go into effect for your next monthly subscription term after the 90 days' notice and the updated fees will be subtracted from your prepayment. If you do not agree to any such price changes, then you must cancel your subscription and stop using the Service prior to the commencement of the renewal subscription period for which the price change applies.

Intellectual Property Rights

6.1 Transformify ( TFY) Rights. As between the parties, Transformify (TFY) owns and shall retain all right, title and interest in and to (a) the Software, Service, and Beta Service including all intellectual property rights therein, and (b) all operational and performance data related to your use of the Service and Beta Service, including, without limitation, which features are used, time spent using the Service and Beta Service, and similar data and metadata created in connection with the Service and Beta Service, together with analysis of such operational and performance data and derived findings, correlations, discoveries, and other insights or learnings derived by Transformify ( TFY) from such analysis (collectively, “Performance Data”). Transformify ( TFY) may collect, use, and disclose all such Performance Data for its business purposes (such as software use optimization and product marketing), including by combining and analyzing Performance Data with other data. Transformify ( TFY) shall not disclose Performance Data to any non-affiliated third party unless such Performance Data has been anonymized or de-identified, or is disclosed in aggregated form, in all cases such that Performance Data does not reveal your identity, any of your confidential information, or any personally identifiable information that belongs to you or your employees.

6.2 Your Rights. You retain all rights, titles and ownership interest in and to your Data. Transformify (TFY) has no right, title or interest in any personally identifiable information contained in or related to your Data. If you are a consultant to the client of Transformify ( TFY) and provide services to such client that include or involve accessing and/or using the Data, you acknowledge that you do not own or have any rights or interests in the Data except as authorized by the client of Transformify ( TFY) and that such client is the owner of the Data in the Transformify ( TFY) Service. You further acknowledge and agree that Transformify ( TFY) may follow the instructions of the client regarding the Data including removing your access to the Data and/or reassigning your roles and permissions related to the Data.

6.3 Feedback. To the extent you provide any suggestions, enhancement requests, recommendations, comments, or other feedback (“Feedback”) about the Service, including the Beta Service, to Transformify ( TFY), the Feedback will not be considered confidential or proprietary, and Transformify ( TFY) may use and include any such Feedback to improve the Service and/or the Beta Service, or for any other purpose. Accordingly, if you provide Feedback, you agree that Transformify ( TFY) shall own all such Feedback, and Transformify ( TFY) and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign all rights in such Feedback to Transformify ( TFY).

6.4 Deliverables. From time to time during the Term, Transformify (TFY) may develop, author or prepare custom documents, designs, computer programs, computer documentation and other tangible materials (“Deliverables”) for you pursuant to agreement between you and Transformify ( TFY). Transformify ( TFY) shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use only during the Term. Transformify ( TFY) may reuse any Deliverables, provided that such use does not reveal your identity, your confidential information or any personally identifiable information that belongs to you or your employees.

Publicity

7.1 Unless otherwise agreed to by you and Transformify ( TFY), during the Term, Transformify ( TFY) may disclose your name as a customer of Transformify ( TFY) and/or subscriber to the Service, and you hereby grant Transformify ( TFY) the right to display your name, company, and logo in Transformify ( TFY)’s marketing materials and on Transformify ( TFY)’s public website, in each case in accordance with any branding guidelines you may provide to Transformify ( TFY).

User Content

8.1 Certain features of the website may enable users to submit, upload, post, share, or display (hereinafter, “post”) comments or content, as well as to interact with others through user comment areas, message boards, direct messages, Transformify ( TFY)’s blog, and similar user- to-user areas, as applicable (such comments and content shall be collectively referred to as "User Content"). User Content includes any comments or reviews you provide to Transformify ( TFY), whether through customer support or otherwise, about the Service and/or Beta Service, but excludes all Data.

8.2 You hereby grant to Transformify (TFY) an irrevocable, perpetual, non-exclusive, transferable, sublicensable, assignable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on our website or about the Service, including the Beta Service, for any purpose and in all forms and all media, whether now known or that become known in the future, and you waive any and all claims that you may have now or may hereafter have in any jurisdiction to any moral rights and all rights of “droit moral” in your User Content. If you post User Content, you represent and warrant to Transformify ( TFY) that you own or control all rights in and to such User Content and have the right to grant the rights above to Transformify ( TFY).

Warranties and Limitation of Liability

9.1 Limited Warranty. Transformify ( TFY) represents, warrants, and covenants as follows: (a) the Service will perform substantially in accordance with the specifications generally provided by Transformify ( TFY) in connection with the Service (“Documentation”); (b) the provision of the Service will comply with all privacy and data protection laws applicable to our business; (c) we will not sell personal information provided by you, and we will retain, disclose, or use personal information provided by you only for purposes of providing the Service; and (d) any professional services performed for you by Transformify ( TFY) will be performed in a professional and workmanlike manner, with the degree of skill and care that is required by sound professional procedures and practices.

9.2 DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, TRANSFORMIFY ( TFY) HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, BETA SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES AND OTHER MATERIALS AND/OR SERVICES. TRANSFORMIFY ( TFY) DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.

9.3 LIMITATION OF LIABILITY. EXCEPT FOR (I) A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, (II) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR (III) EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND (B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY TRANSFORMIFY ( TFY) FROM YOU PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.

Security Breach

10.1 External Breach. In the event of an accidental, unauthorized or unlawful destruction, loss, alteration, disclosure of, or access to, personal data (a “Security Breach”), that impacts the personal data you maintain through the Transformify (TFY)® Service, and which is perpetrated by anyone other than your employees, contractors or agents, upon discovery of such Security Breach, Transformify ( TFY) will: (a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and (b) as required by Applicable Law, notify you of the Security Breach, its nature and scope, the remedial actions Transformify ( TFY) will undertake, and the timeline within which Transformify ( TFY) expects to remedy the Security Breach. You will be responsible for fulfilling your obligations under Applicable Law.

10.2 Internal Breach. In the event of a Security Breach, as defined by Applicable Law, which is perpetrated by your affiliate, employee, contractor or agent, or due to your failure to maintain your systems, network or Data in a secure manner, you shall have sole responsibility for initiating remedial actions and you shall notify Transformify ( TFY) immediately of the Security Breach and steps you will take to remedy such breach. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.

Indemnification

11.1 You agree to indemnify, defend and hold harmless Transformify ( TFY), and its subsidiaries, affiliates, officers, directors, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (“Claim”) to the extent arising from or in connection with (a) your access or use of the Software, Beta Service and/or Service in violation of this Agreement, (b) any employment decision or action you take due to information available through or your use of the Service, (c) User Content or Data provided by you, your end users, or other third parties, (d) your violation or alleged violation of any third party right, including without limitation any right of privacy or any right provided by labor or employment law, and (e) your violation or alleged violation of this Agreement.

11.2 Transformify (TFY) agrees to indemnify, defend and hold harmless you, and your affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or in connection with an allegation that your use of the Software, Beta Service, and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall Transformify (TFY) have any obligations or liability arising from: (a) use of the Software, Beta Service, and/or Service in a modified form or in combination with materials or software not furnished by Transformify ( TFY), and (b) any User Content, information or Data provided by you, your end users, or other third parties.

11.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent), and (c) provide the indemnifying party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Article 11, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.

Governing Law; Jurisdiction

12.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without reference to conflict of laws principles. 12.2 Any legal action or proceeding with respect to this Agreement must be brought in the courts of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

Compliance with Laws; Disclaimers

13.1 Each Party shall comply with all Applicable Laws in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws and it is your sole responsibility to ensure that your employees’ use and your use of the Service, including the Beta Service, complies with and is in accordance with Applicable Law. In no event shall Transformify (TFY) be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service or a Beta Service.

13.2 Transformify ( TFY) does not provide its customers with legal advice regarding compliance, data privacy or other relevant Applicable Laws in the jurisdictions in which you use the Service, and any statements made by Transformify ( TFY) to you shall not constitute legal advice.

13.3 You acknowledge that Transformify (TFY) exercises no control over your specific human resource practices implemented using the Service or your decisions as to employment, promotion, advancement, termination, notification, or compensation of any employee, independent contractor, service provideror authorized user of the Service. You further agree and acknowledge that Transformify ( TFY) does not have a direct relationship with your employees, independent contractors and service providers and that you are responsible for all contact, questions, Data updates and collection, with and from your employees independent contractors and service providers. In addition, you are responsible for the privacy (including adopting and posting your own privacy policies governing your treatment of your employees’ Data), collection, use, retention and processing of your employees’ Data, and providing any and all notices and information to your employees regarding the foregoing, in compliance with all Applicable Laws. Transformify ( TFY) hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service, including a Beta Service, by you and/or your employees, contractors or agents.

13.4 You agree that you will not, directly or indirectly, ship, transfer, transmit, export or re- export, or knowingly permit any of the foregoing with respect to the Service, Beta Service, or Software, or any technical information about the Service, Beta Service, or Software, to any country for which any applicable England and Wales law or regulation, requires an export license or other approval, unless the appropriate export license or approval has been obtained.

Additional Services

15.1 “Transformify (TFY)® Vendor Management System ( VMS)” API, also known as VMS® API, is offered by Transformify (TFY) to assist you billing, self-billing and payments to independent contractors, service providers and freelancers. This service is optional and is subject to additional implementation, processing, and auxiliary fees. If you subscribe to Transformify ( TFY)® Vendor Management System (VMS) API, you must have agreed to, completed, and signed a Vendor Management System ( VMS)s APIAgreement and also accepted this Agreement, or agreed to, completed, and signed a Vendor Management System ( VMS) API Agreement with Transformify (TFY) (which also requires you to accept this Agreement). A Vendor Management System ( VMS) API Agreement can be obtained from a Transformify (TFY) sales representative.

eSignature Service

16.1 The “e-Signature Service” is a service provided by Transformify ( TFY) for two counterparties (usually a company, herein described as the “sending party,” subscribing to Transformify ( TFY)’s services and an employee, employee-candidate, service provider or contractor) to electronically sign documents (including, but not limited to, agreements, policies, forms, etc.). If you use the e-Signature Service offered by Transformify ( TFY), you acknowledge and agree to the statements set forth in this Section. Whenever you sign a document using Transformify (TFY)’s e-Signature Service you affirmatively consent to using electronic signatures via the eSignature Service and consent to conducting electronic business transactions. You also confirm that you are able to access the eSignature Service and the document you are signing electronically. When using the eSignature Service for a particular document, your consent applies only to the matter(s) covered by that particular document.

16.2 You are not required to use the eSignature Service or accept electronic documents provided thereby. If you are an employee, employee-candidate or contractor and you choose to not use the eSignature Service, you may still sign the document manually by notifying the sending party that you are choosing to do so and by obtaining a non-electronic copy of the document from them. Transformify ( TFY) assumes no responsibility for providing you with a non-electronic version of the document. In the event you are choosing to sign the document manually, do not use the eSignature Service to sign the document or to return the document to the sending party.

16.3 If you have signed a document electronically using the e-Signature Service and transmitted it back to the sending party, Transformify (TFY) will provide you the opportunity to download and print a paper copy of the document at no charge. If you later withdraw your consent to using the eSignature Service, please notify the sending party and stop using the e-Signature Service. Note that the decision to stop using the e-Signature Service after you have already used it does not change the legality of the documents you have previously signed using an electronic signature.

16.4 When counterparties sign a document electronically using the e-Signature Service, the rights and duties associated with that document are solely those of the counterparties. Transformify ( TFY) is not a party to the document and carries no liability or responsibility with respect to the correctness, validity or enforcement of the document; nor does Transformify (TFY) have any liability or responsibility with respect to the legal or non-legal aspects of the document or any dispute arising as a result of the document. Transformify (TFY)’s sole responsibility is provision of the e-Signature Service and customer service associated therewith.

16.5 PLEASE NOTE THAT TRANSFORMIFY (TFY)’S STATEMENTS CONTAINED HEREIN OR ELSEWHERE CONCERNING THE VALIDITY OF ELECTRONIC DOCUMENTS AND/OR THE SIGNATURE LINES OF DOCUMENTS THAT ARE ELECTRONICALLY SIGNED ARE FOR INFORMATIONAL PURPOSES ONLY; THEY ARE GENERAL IN NATURE AND SHOULD NOT BE CONSTRUED AS LEGAL ADVICE. UNDER FEDERAL AND STATE LAWS GOVERNING ELECTRONIC SIGNATURES, ELECTRONIC SIGNATURES ON CERTAIN TYPES OF AGREEMENTS ARE NOT ENFORCEABLE. TRANSFORMIFY ( TFY) HEREBY DISCLAIMS ANY RESPONSIBILITY FOR ENSURING THAT DOCUMENTS ELECTRONICALLY SIGNED THROUGH TRANSFORMIFY ( TFY)’S E-SIGNATURE SERVICE ARE VALID OR ENFORCEABLE UNDER THE LAWS OF ENGLAND AND WALES,UNITED STATES OF AMERICA, ANY PARTICULAR STATE, OR ANY OTHER LEGAL JURISDICTION. YOU SHOULD CONSULT WITH LEGAL COUNSEL CONCERNING THE VALIDITY OR ENFORCEABILITY OF ANY DOCUMENT YOU MAY SIGN ELECTRONICALLY USING THE TRANSFORMIFY (TFY)® ESIGNATURE SERVICE.

General Provisions

17.1 Entire Agreement. This Agreement encompasses the entire agreement between you and Transformify (TFY) with respect to the subject matter hereof and supersedes all prior representations, agreements and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to or in any way vary the terms of this Agreement.

17.2 No Waiver. The failure of Transformify (TFY) to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

17.3 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties and shall not affect the validity and enforceability of any remaining provisions.

17.4 Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.

17.5 Assignment. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without Transformify (TFY)’s prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.

17.6 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. Transformify (TFY) shall not be liable for any errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.

17.7 No Third-Party Beneficiaries. Subject to Section 14.1, nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

Contact Information.

18.1 If you have any questions about the Service or this Agreement, you may email us at sales@transformify.org, or write to us via the chat on our website.

Terms Of Service