This is a legal agreement between you and NextGen Workforce. ("NextGen Workforce"); please read it carefully. By using or accessing this website or any website hosted at NextGen Workforce Inc.com (the "Sites"), or by accessing or using any part of the NextGen Workforce proprietary file transmission services (together with the Sites, the "Service"), you agree to be bound by these Terms of Service and by the NextGen Workforce Privacy Policy, which are collectively referred to as the "Agreement". If you do not agree to these terms then you have no right to access or use the Service. The terms of this Agreement, as modified by NextGen Workforce from time to time in accordance with the next paragraph, will govern all your future use of the Service.
NextGen Workforce may revise these Terms of Service and the Privacy Policy from time to time. Each revision will be marked with a revision date and will be posted on the Sites. NextGen Workforce recommends that you review this page from time to time to note any changes. By continuing to access or use the Service, you agree to be bound by any Terms of Service and Privacy Policy in effect at the time of such access or use. If you do not agree to the modified terms then you must cease using the Service.
NextGen Workforce may modify, suspend, or discontinue, temporarily or permanently, the Service and may remove or delete any User Files (defined below) at any time, in its sole discretion.
Description of the Service
The Service enable users to store and send to others files that they provide ("User Files"). NextGen Workforce offers several accounts types, which fall into the following categories: free, personal, and corporate. Free accounts are offered at no charge. The other account types are subscription services requiring periodic payments (monthly or annually, depending on the account type).
You acknowledge and agree that NextGen Workforce may establish revised practices and policies concerning use of the Service, including without limitation, the maximum size of the file that a user may store and send through the Service, the maximum number of days that a file will be stored by the Service, the maximum number of times a user may access the Service in a given period of time, and the maximum number of recipients to which a user may send a User File. Notwithstanding the foregoing, the features and limitations in effect when you began your then-current subscription term will remain in effect for the remainder of such subscription term.
The only software needed to access the Service is a standard Web browser. However, NextGen Workforce may make certain software applications available to users that offer additional ways to access the Service. Such software will be made available by NextGen Workforce under the terms of an end user license agreement, which you should read prior to installing that software.
Accounts
In order to use the Service and send User Files, you must register and create a NextGen Workforce account. You may create a NextGen Workforce account on the Sign Up Page. Once you have created an account, you will be a "Registered User." In creating an account, you agree to provide accurate, current, and complete information.
You are responsible for safeguarding the password that you use to access the Service. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify NextGen Workforce of any unauthorized use of your password. You are responsible for keeping your account information current and accurate; NextGen Workforce will have no liability for failure to deliver notices that result from inaccurate account information or otherwise.
In addition to your primary email address, you will be entitled to enter alternate email addresses to which your primary address will be linked. This will enable you to receive files at your alternate email addresses, but the files will still be displayed in the inbox associated with your primary account. You agree not to add any alternate email addresses that are registered to persons other than you.
Payment
When you register for an account, and at any time thereafter, you can select what term of subscription you prefer and the frequency with which you will pay for it. NextGen Workforce paid accounts are subscription services with recurring credit card charges on a monthly/yearly basis (as selected by you during registration or subsequent configuration). For certain premium accounts, NextGen Workforce may offer the choice of credit card payments or corporate account invoicing. You agree to pay all account charges, and to pay any applicable taxes and other fees that accrue in relation to your use of the Service. For accounts setup on an invoice basis, you agree to pay NextGen Workforce all amounts stated in such invoices within thirty (30) days of receipt.
Responsibility for Data
You have sole responsibility for all User Files that you store on NextGen Workforce servers through use of the Service. You acknowledge and agree that NextGen Workforce will not be responsible for any failure of the Service to store a User File, for the deletion of a User File stored on the Service, or for the corruption of or loss of any data, information or content contained in a User File.
Responsibility for Data
You have sole responsibility for all User Files that you store on NextGen Workforce servers through use of the Service. You acknowledge and agree that NextGen Workforce will not be responsible for any failure of the Service to store a User File, for the deletion of a User File stored on the Service, or for the corruption of or loss of any data, information or content contained in a User File.
User Files and NextGen Workforce Copyright Policy
You will not use the service to transmit, route, provide connections to or store any material that infringes any copyrights or otherwise violates or promotes the violation of the intellectual property rights of any third party. NextGen Workforce has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be infringing the rights of copyright holders. Please see the NextGen Workforce Copyright Policy for further information.
NextGen Workforce reserves the right, in its sole discretion, at any time, to remove User Files that it believes to be in violation of this Agreement.
Proprietary Rights
All right, title, and interest in and to the Service is and will remain the exclusive property of NextGen Workforce and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in this Agreement, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Service.
Ownership of User Files
NextGen Workforce does not claim any ownership rights in any User Files that you make available through the Service. However, by making User Files available through the Service, you grant NextGen Workforce the non exclusive, worldwide, transferable right, on a royalty-free basis, with a right to sublicense this right only to third parties assisting NextGen Workforce in providing the Service, to use, copy, distribute and process User Files on the Sites and through the Service on your behalf and on behalf of your customers solely for the purposes of ensuring secure transfer and delivery of such User Files.
Trademarks
NextGen Workforce, the NextGen Workforce logo, and all other NextGen Workforce trademarks, service marks, product names, and trade names of NextGen Workforce appearing on the Service are owned by NextGen Workforce. All other trademarks, service marks, product names, and logos appearing on the Service are the property of their respective owners. You may not use or display any trademark, service mark, product name, trade name, or logo appearing on the Service without the owner’s prior written consent.
Third Party Functionality
Certain features and functionality of the Service are implemented through use of software or technology that is licensed to NextGen Workforce by third parties, and incorporated in the Service.
The PDF generation feature of the Service is implemented through software that is licensed to NextGen Workforce by Adobe Systems Incorporated, and its affiliates ("Adobe"). Adobe and its suppliers are the sole and exclusive owners of all rights, title and interest, including all trademarks, copyrights, patents, trade names, trade secrets, and other intellectual property rights in and to the Adobe Software. Except for your indirect access to the Adobe Software through your use of the Service, for the sole purpose of converting files sent through the Service to the PDF format, you are not granted any rights to the Adobe Software. You agree not to attempt to directly access the Adobe Software, or modify, reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of any Adobe Software. If you are a U.S. Government agency, then (a) you acknowledge and agree that the Adobe Software is a "commercial item," as that term is defined at 48 C.F.R. 2.101, and more specifically "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212, and (b) consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, you acknowledge that the Adobe Software and any related documentation is being made available to you (i) only as a commercial end item and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. The PDF conversion feature of the Service is provided "AS-IS," without warranty of any kind, either express or implied. Without limiting the foregoing, Adobe and its suppliers explicitly disclaim any warranties of merchantability, fitness for a particular purpose and non-infringement. In no event will Adobe or its suppliers be liable to you or to any third party for any damages, whether direct, indirect, incidental, special, consequential or punitive, arising out of or in connection with the use of or inability to use the PDF conversion feature of the Service.
The document signature functionality of the Service is implemented through software and technology provided by DocuSign, Inc. and its third-party providers ("DocuSign"). By accessing or using the DocuSign signature functionality, you agree to the terms set forth below. The DocuSign logos, graphics, and images appearing on the Sites, and the DocuSign software that you indirectly access through your use of the Service (the "DocuSign Materials") are copyrighted works of DocuSign. No DocuSign Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or means without DocuSign's prior express written permission. Nothing on the Sites confers any license under DocuSign's intellectual property rights except for the right to indirectly use the DocuSign software through your use of the Service. You agree not to attempt to directly access the DocuSign software or to reverse-engineer, decompile, disassemble, or otherwise attempt to derive the source code of any DocuSign software. The DocuSign signature feature of the Service is provided "AS-IS," without warranty of any kind, either express or implied. Without limiting the foregoing, DocuSign explicitly disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. In no event will DocuSign be liable to you or to any third party for any damages, whether direct, indirect, incidental, special, consequential or punitive, arising out of or in connection with the use of or inability to use the DocuSign signature feature of the Service.
General Prohibitions
As a condition to your use of the Service, you agree not to:
Upload or transmit any User File: (i) that you do not have the lawful right to copy, transmit, distribute, and display (including any User Files that would violate any confidentiality or fiduciary obligations that you might have with respect to the User Files); (ii) for which you do not have the consent or permission of each identifiable person in the User Files to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the User Files); (iii) that infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity); (iv) that is false or misleading; (v) that is defamatory; (vi) that is obscene, pornographic, or offensive; (vii) that promotes bigotry, racism, hatred, or harm against any individual or group; or (viii) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
Access, tamper with, or use any non-public areas of the Service or NextGen Workforce computer systems or the technical delivery systems of NextGen Workforce providers;
Attempt to probe, scan, or test the vulnerability of the Service or any related system or network or breach any security or authentication measures used in connection with the Service and such systems and networks;
Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Service;
Harm or threaten to harm other users in any way or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Service;
Send unsolicited email, junk mail, spam, chain letters, or promotions or advertisements for products or services;
Impersonate or misrepresent your affiliation with any person or entity.
NextGen Workforce will have the right to investigate and prosecute violations of any of the above, including without limitation possible infringement of any intellectual property rights and possible security breaches, to the fullest extent of the law. NextGen Workforcemay involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that, although NextGen Workforcehas no obligation to monitor your access to or use of the Service, it has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. NextGen Workforcereserves the right at all times to disclose, in its sole discretion, any User Files as necessary to (a) satisfy any law, regulation, or governmental request or (b) reduce or prevent what NextGen Workforceconsiders to be, in its sole discretion, a serious or imminent threat to your health or safety, or the health or safety of another.
Links
The Service may contain links to third-party websites. You acknowledge and agree that NextGen Workforce is not responsible or liable for: (i) the availability or accuracy of such websites; or (ii) the content, products, or services on or available from such websites. Links to such websites do not imply any endorsement by NextGen Workforceof such websites or the content, products, or services available from such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites.
Termination
You may cancel a paid account at any time in your account settings on the Sites. For accounts billed annually, if you cancel within fourteen (14) days of the beginning of the annual term, NextGen Workforce will convert your account to a free account and refund to you 90% of the subscription fees paid for the then-current term. If you cancel an account that is billed on a monthly basis, or you cancel an annual account after the first fourteen (14) days, NextGen Workforce will not refund any fees paid by you. Instead, your account will remain active for the remainder of the term for which you paid and will then be converted to a free account.
NextGen Workforce reserves the right to discontinue the Service or to change the Service at any time and without notice, except that NextGen Workforce will provide notice of such discontinuation to corporate account holders. In the event of such discontinuation by NextGen Workforce, NextGen Workforce will refund any fees paid by you, prorated proportionally to the amount of time remaining in the then-current subscription period. For month-to-month accounts, that period is one month, for annual accounts, that period is one year.
If you breach this Agreement, NextGen Workforce will have the right to terminate this Agreement immediately, without notice, and to deactivate your account. In the event of your breach of this Agreement, NextGen Workforce will not be required to refund any fees paid by you.
Disclaimer of Warranties
The Service is provided "AS-IS," without warranty of any kind, either express or implied. Without limiting the foregoing, NextGen Workforce explicitly disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement.
NextGen Workforce makes no warranty that the Service will meet your requirements or will be available on an uninterrupted, secure, or error-free basis. Your use of the Service is at your own risk. You acknowledge and agree that NextGen Workforce will not be responsible for any damages to your computer system or the computer system of any third party that result from use of the Service.
Indemnity
You will defend, indemnify, and hold harmless NextGen Workforce, its officers, directors, affiliates, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Service, or your violation of this Agreement, including without limitation third party claims that User Files submitted to the Service by you infringe or misappropriate the intellectual property rights, privacy rights, publicity rights, or moral rights of a third party.
Limitation of Liability
In no event will NextGen Workforce be liable to you or to any third party for any incidental, special, consequential or punitive damages arising out of or in connection with this Agreement or from the use of or inability to use the Service or any User Files sent through, stored by or downloaded from the Service, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not NextGen Workforce has been informed of the possibility of such damage, even if any limited remedy set forth herein is found to have failed of its essential purpose.
In no event will NextGen Workforce aggregate liability to you or to any third party for any and all claims arising out of or in connection with the use of the Service exceed the lesser of (a) one hundred U.S. dollars ($100) and (b) the fees paid to NextGen Workforce by you in the twelve (12) months leading up to the event giving rise to such a claim. The limitations of damages set forth above are fundamental elements of the basis of the bargain between NextGen Workforce and you.
Controlling Law and Jurisdiction
This Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement will be the state and federal courts located in San Francisco County, California, and you waive any objection to jurisdiction and venue in such courts.
Entire Agreement
This Agreement is the entire and exclusive agreement between NextGen Workforce and you regarding the Service, and this Agreement supersedes and replaces any prior agreements between NextGen Workforce and you regarding the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other NextGen Workforce services, affiliate services or third-party content software or services.
General
You will not assign any rights granted to you or delegate any of your duties hereunder; any attempt to do so is void and of no effect. NextGen Workforce may freely assign these Terms of Service and the rights granted hereunder without restriction. Nothing in this Agreement shall constitute a partnership or joint venture between you and NextGen Workforce. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and affect. NextGen Workforce may provide you with notices, including those regarding changes to the Service by email or by postings on the Service. The failure of NextGen Workforceto enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. The headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.