Revision 02/25/25
1. Software Access & Usage
1.1 Use. WorkdayTracker grants the Customer a non-exclusive, non-transferable, and non-sublicensable right to access and use the software (“Software Access”) on a Pay-as-You-Go basis. The Customer is only charged based on actual usage during each billing cycle, as defined in Section 4.
The Customer must use the software in accordance with the official WorkdayTracker documentation, which may be updated periodically as the software evolves. The Software is intended for business and commercial use only and may not be used for personal purposes.
1.2 Installation
To use WorkdayTracker, the Customer may be required to install WorkdayTracker’s desktop and/or mobile application (“Software”) on compatible devices as specified in the official WorkdayTracker documentation.
WorkdayTracker grants the Customer a non-exclusive, non-transferable, and non-sublicensable right to install and use the Software only in object code form on approved devices. This license remains valid as long as the Customer maintains an active WorkdayTracker account and complies with this Agreement, including payment obligations. The Software must be used solely for authorized business purposes in compliance with the applicable Order Form and this Agreement.
1.3 Service Level Agreement
WorkdayTracker will provide basic support for Software Access, as described in its Service Level Agreement (“SLA”). WorkdayTracker will operate the Software in compliance with applicable laws and regulations.
WorkdayTracker reserves the right to update or modify the Software Access model, including but not limited to pricing adjustments, service availability, or feature updates, provided that reasonable notice is given to Customers before such changes take effect.
1.4 Support
WorkdayTracker will provide standard support during regular business hours (Monday – Friday, 9:00 AM – 5:00 PM Pacific Time) as long as the Customer maintains an active WorkdayTracker account. Support is provided at no additional cost.
1.5 Suspension of Software Access
WorkdayTracker reserves the right to immediately suspend the Customer’s access to the Software under the following circumstances:
1. Breach of Agreement – If the Customer violates Section 3, Section 6, or any other material provision of this Agreement and fails to remedy the breach within the applicable cure period.
2. Non-Payment – If the Customer fails to make a required payment under Pay-as-You-Go billing, and the overdue balance is not resolved within the grace period defined in Section 4.3 (Suspension for Non-Payment).
3. Security or System Risks – If WorkdayTracker determines that suspension is reasonably necessary to address an actual or potential security threat or to protect the availability of the Software.
4. Protection of Systems and Users – If necessary to prevent an attempted security breach, cyber-attack, or other threats to WorkdayTracker’s platform, infrastructure, or other customers.
5. Legal or Regulatory Compliance – If required to do so by a governmental authority or law enforcement agency.
WorkdayTracker will provide reasonable notice of such suspension, where feasible, in accordance with its standard notification procedures.
1.6 Aggregated, Industry, & Operational Data Use
Aggregated Data Use
WorkdayTracker may collect and use Aggregated Data related to the Customer’s use of the Software. Aggregated Data:
(i) does not identify any specific Customer, User, or third party, and
(ii) is combined with data from other customers, users, or additional sources.
WorkdayTracker may use Aggregated Data for the following purposes:
(a) Maintaining, improving, and analyzing the Software, including AI training, analytics, and reporting;
(b) Ensuring compliance with applicable legal or contractual obligations;
(c) Identifying and mitigating security risks, including vulnerabilities and network threats; and
(d) Developing and publishing insights, reports, or industry-wide performance metrics based on anonymous, aggregated usage data, provided that no specific Customer, User, or proprietary business information is disclosed.
WorkdayTracker may publicly share generalized trends, benchmarks, and insights derived from Aggregated Data to enhance market research, product development, and business intelligence, provided that such insights do not include identifiable Customer Data or confidential information.
Operational Data Use
WorkdayTracker may also process non-anonymized Customer Data on a limited basis for the purposes of:
(a) Debugging, diagnosing technical issues, and tracking system performance;
(b) Ensuring service stability and security; and
(c) Conducting internal quality assurance and performance monitoring.
Such processing will be conducted in accordance with WorkdayTracker’s Privacy Policy and will not be used for any purposes outside of technical operations and service reliability.
Aggregated Data is not considered Confidential Information and is not subject to confidentiality obligations under Section 5 of this Agreement. However, any non-anonymized data used for debugging or performance monitoring will be handled with strict confidentiality and used only as necessary to maintain and improve the Software.
2.1 Compliance with Agreement
The Customer must comply with all terms and conditions of this Agreement. Any modifications or amendments to this Agreement must be made in writing and signed by both Parties to be valid.
2.2 Customer Use of Software
The Customer may use the Software only in accordance with:
(a) the official WorkdayTracker Documentation,
(b) applicable laws and regulations, and
(c) the terms explicitly set forth in this Agreement.
The Customer agrees to reasonably cooperate with WorkdayTracker as necessary to ensure the proper functionality of the Software and support services, which may include making available relevant personnel or information upon request.
The Customer is solely responsible for determining whether the Software meets its own legal, regulatory, and compliance requirements. WorkdayTracker makes no representations or warranties regarding the Customer’s specific compliance obligations.
2.3 Customer Data
Ownership & Responsibility
The Customer retains exclusive ownership of all rights, title, and interest in and to any data or content submitted by or on behalf of the Customer to the Software, including personal data as defined by applicable data protection laws (“Customer Data”). WorkdayTracker does not claim ownership over Customer Data.
The Customer is solely responsible for the accuracy, integrity, and legality of Customer Data, including ensuring it does not infringe on any intellectual property rights, privacy laws, or third-party rights. The Customer must not submit any data that is infringing, offensive, fraudulent, or illegal.
WorkdayTracker’s Rights to Manage Customer Data
WorkdayTracker reserves the right, in its sole discretion, to delete or disable any Customer Data that it determines to be infringing, offensive, fraudulent, or illegal.
License to Use Customer Data
The Customer grants WorkdayTracker a non-exclusive, worldwide, royalty-free license to use, copy, store, transmit, modify, create derivative works of, and display Customer Data only while the Customer maintains an active WorkdayTracker account and only as necessary to provide the Software or as otherwise permitted under this Agreement.
Access to Customer Data for Service Improvements
WorkdayTracker may periodically access Customer Data to improve, support, and operate the Software. This may include, but is not limited to:
• Quality assurance and benchmarking,
• Technical support and debugging,
• Billing purposes for Pay-as-You-Go usage tracking.
2.4 Third-Party Services
The Customer (or its Users) may choose to use or integrate third-party products or services that are not provided, licensed, or controlled by WorkdayTracker (“Third-Party Services”). The Customer’s use of such Third-Party Services is governed solely by the terms and conditions agreed upon between the Customer and the third-party provider.
WorkdayTracker does not endorse, support, or take responsibility for any Third-Party Services, including but not limited to:
(a) Their functionality, availability, or performance;
(b) Their privacy practices, data security, or compliance policies; or
(c) Any liability, loss, or damage arising from their use.
The Customer agrees to waive any claims against WorkdayTracker related to Third-Party Services and acknowledges that it is solely responsible for ensuring that it has purchased or obtained all necessary licenses, rights, or authorizations to properly access and use Third-Party Services in connection with the Software.
2.5 Unauthorized Access
The Customer shall implement reasonable security measures to prevent unauthorized access to or use of the Software. The Customer must promptly notify WorkdayTracker upon becoming aware of any unauthorized access, use, or security breach affecting the Software.
Except for WorkdayTracker’s express obligations under Section 7 (Data Protection and Security), WorkdayTracker assumes no responsibility or liability for Customer Data, including any consequences arising from the Customer’s collection, submission, or use of Customer Data within the Software.
2.6 User Compliance
The Customer is fully responsible for all activities and usage of the Software under its account, including ensuring that its Users comply with this Agreement. Any breach of this Agreement by a User shall be considered a breach by the Customer.
WorkdayTracker’s contractual relationship is solely with the Customer and not with individual Users or third parties utilizing the Software through the Customer’s account. The Customer is responsible for addressing any claims, disputes, or issues raised by its Users or third parties directly with WorkdayTracker.
The Customer must ensure that any third parties utilizing the Software through the Customer’s account:
(a) Comply fully with this Agreement; and
(b) Waive any claims directly against WorkdayTracker related to their use of the Software.
Suspension of Non-Compliant Users
WorkdayTracker reserves the right to suspend or terminate access for any User that violates this Agreement, engages in fraudulent, abusive, or unlawful activity, or otherwise compromises the security, integrity, or functionality of the Software. Such suspension may occur with or without notice to the Customer, depending on the severity of the violation.
Indemnification for User Actions
The Customer agrees to defend, indemnify, and hold harmless WorkdayTracker from and against any claims, liabilities, damages, losses, and expenses (including legal fees) arising from or related to:
1. Any violation of this Agreement by the Customer’s Users or third parties using the Software through the Customer’s account;
2. Any disputes or legal claims brought by Users or third parties against WorkdayTracker related to their use of the Software; and
3. Any unauthorized, improper, or unlawful use of the Software by the Customer’s Users.
The Customer’s indemnification obligations shall survive the termination of this Agreement.
2.7 Publicity
The Customer agrees to reasonably participate in press announcements, case studies, trade shows, or other marketing activities as requested by WorkdayTracker.
The Customer grants WorkdayTracker a non-exclusive, worldwide, royalty-free license to use the Customer’s name and logo solely for the purpose of identifying the Customer as a WorkdayTracker client in marketing materials, advertising, and on WorkdayTracker’s website.
Opt-Out Option
If the Customer does not wish to participate in marketing activities or have its name/logo used, the Customer may opt out at any time by submitting a written request to legal@workdaytracker.com.
Opting out will apply to all future marketing activities, but previously published materials featuring the Customer’s name/logo will not be removed.
2.8 End-User Responsibilities & Terms
In addition to Customers (e.g., organizations using the Software), WorkdayTracker also permits individual users (“Agents”) to sign up and use the Software under an authorized Customer account.
Agents acknowledge and agree that:
• Their access to WorkdayTracker is governed by this Agreement, even if they are not the direct paying Customer.
• They are solely responsible for ensuring their use of the Software complies with the policies and requirements set by the Customer (e.g., employer or contracting company).
• WorkdayTracker is not responsible for any disputes between Customers and Agents regarding account access, data ownership, or work-related tracking. Any disputes must be resolved between the respective parties.
• WorkdayTracker reserves the right to suspend or terminate an Agent’s access if they violate this Agreement or if the associated Customer requests deactivation.
Billing & Deactivation for Agents
• Agents do not pay for access directly; all billing is handled through the Customer’s Pay-as-You-Go account.
• An Agent is only billed when they record activity during a billing period. If an Agent does not record activity, they will not be counted as an Active Agent for billing purposes.
• Customers are responsible for managing Agent accounts, including adding or removing users. Once an Agent is deactivated, they will no longer have access to the Software, and billing for that Agent will cease.
2.8.1 No Direct Billing for Agents
WorkdayTracker does not charge individual Agents for using the Software unless explicitly specified under a separate individual pricing plan. Agents accessing the Software through a Customer account acknowledge that billing, data access, and permissions are controlled by the Customer.
• Agents are only billed through the Customer’s Pay-as-You-Go account based on recorded activity.
• An Agent is not charged unless they record activity within a billing period.
3.1 Unauthorized Technical or Commercial Use
The Customer shall not, and shall not permit any Users or third parties, to do any of the following:
1. Reverse Engineer or Modify the Software
• Reverse engineer, decompile, disassemble, decode, or otherwise attempt to discover the source code, object code, underlying structure, ideas, or algorithms of the Software, hardware tokens, or any related data (except where prohibited by law).
• Modify, translate, or create derivative works based on the Software.
2. Resell, Share, or Distribute WorkdayTracker
• Share, rent, lease, loan, resell, sublicense, or distribute the Software or Customer’s access to the Software.
• Use WorkdayTracker for time-sharing, service bureau purposes, or any purpose other than its own internal use, unless expressly permitted in an Order Form.
3. Develop a Competing Product
• Use WorkdayTracker’s Software to build, develop, or improve a competing product or service.
4. Attempt Unauthorized Access
• Attempt to gain unauthorized access to any restricted areas, features, or systems of the Software.
5. Publicly Disclose Performance Benchmarks
• Publicly share, publish, or disseminate any performance metrics, testing results, or benchmark analysis of WorkdayTracker without prior written consent from WorkdayTracker.
6. Use the Software in Violation of the Law
• Use the Software in any manner that violates this Agreement or applicable laws and regulations.
3.1 Unauthorized Technical or Commercial Use
The Customer shall not, and shall not permit any Users or third parties, to do any of the following:
1. Reverse Engineer or Modify the Software
• Reverse engineer, decompile, disassemble, decode, or otherwise attempt to discover the source code, object code, underlying structure, ideas, or algorithms of the Software, hardware tokens, or any related data (except where prohibited by law).
• Modify, translate, or create derivative works based on the Software.
2. Resell, Share, or Distribute WorkdayTracker
• Share, rent, lease, loan, resell, sublicense, or distribute the Software or Customer’s access to the Software.
• Use WorkdayTracker for time-sharing, service bureau purposes, or any purpose other than its own internal use, unless expressly permitted in an Order Form.
3. Develop a Competing Product
• Use WorkdayTracker’s Software to build, develop, or improve a competing product or service.
4. Attempt Unauthorized Access or Manipulation
• Attempt to gain unauthorized access to any restricted areas, features, or systems of the Software.
• Interfere with billing mechanisms to avoid or manipulate charges under the Pay-as-You-Go model.
• Create multiple free accounts or use automation to bypass WorkdayTracker’s intended usage model.
5. Publicly Disclose Performance Benchmarks
• Publicly share, publish, or disseminate any performance metrics, testing results, or benchmark analysis of WorkdayTracker without prior written consent from WorkdayTracker.
6. Use the Software in Violation of the Law
• Use the Software in any manner that violates this Agreement or applicable laws and regulations.
4.1 Fees & Taxes
The Customer agrees to pay WorkdayTracker all fees specified in the applicable Order Form (“Fees”).
WorkdayTracker operates on a Pay-as-You-Go (PAYG) model, where Customers are billed based on actual usage within a calendar month. Fees are calculated based on the number of Active Agents (i.e., users who recorded any activity during the month), at the applicable per-Agent rate as defined in the Customer’s pricing plan.
Taxes
The Fees do not include any applicable sales tax, value-added tax (VAT), goods and services tax (GST), or similar transaction-based taxes. If such taxes are applicable, WorkdayTracker will add them to the invoice and collect them in accordance with applicable tax laws.
If the Customer qualifies for a tax exemption, it must provide a valid tax exemption certificate before invoicing. The Customer is solely responsible for any taxes, duties, or fees related to the Software and this Agreement, except for taxes based on WorkdayTracker’s net income.
Non-Refundable Payments
• All Fees are non-refundable, unless expressly stated otherwise in this Agreement or the applicable Order Form.
• Fees are calculated based on actual usage, and once an invoice is issued, charges cannot be reversed or refunded for unused time within a billing period.
• WorkdayTracker does not offer pro-rated refunds, credits, or adjustments for inactive users within a billing period unless explicitly agreed to in writing.
4.2 Payment Terms
Except as otherwise stated in the applicable Order Form, all Fees and expenses shall be paid in U.S. dollars (USD).
WorkdayTracker invoices Customers on the first business day of each month, based on usage from the previous calendar month.
Automatic Billing
• Unless specified otherwise, Fees are automatically charged via the Customer’s selected payment method on the applicable billing date.
• The Customer is responsible for maintaining accurate and up-to-date payment information to prevent service interruptions.
Manual Invoicing (Where Applicable)
• If the Customer is invoiced instead of automatic billing, payments are due within ten (10) days from the invoice date.
• Any unpaid Fees that remain past due will incur a finance charge of 1.5% per month (or the maximum amount permitted by law, whichever is lower).
Failed Payments & Suspension Policy
• If an automatic payment fails, WorkdayTracker will attempt to reprocess the charge up to three (3) times within a 10-day grace period.
• If payment is not successfully completed within 10 days after the due date, WorkdayTracker reserves the right to suspend access to the Software until full payment is received.
• Suspension will apply to all users under the Customer’s account, and all Active Agents will be unable to record new activity until the balance is paid.
Collection Costs
• If WorkdayTracker must take legal action or engage a collection agency to recover overdue amounts, the Customer agrees to pay all reasonable collection costs, including attorneys’ fees.
4.3 Suspension & Termination
WorkdayTracker reserves the right to suspend access to the Software if the Customer fails to make payment for any fees owed under this Agreement.
Good-Faith Payment Disputes
• WorkdayTracker will not impose interest charges or suspend access if the Customer has a reasonable, good-faith dispute over an invoice and is actively cooperating to resolve the issue before the due date.
Conditions for Suspension
WorkdayTracker may suspend the Customer’s access if:
1. The Customer materially violates this Agreement, including failing to pay an invoice more than 10 days past the due date.
2. WorkdayTracker provides the Customer with commercially reasonable notice (including by email).
3. WorkdayTracker attempts to discuss and resolve the issue with the Customer.
4. The violation is not resolved to WorkdayTracker’s reasonable satisfaction.
Effect of Suspension:
• Suspension applies to all users under the Customer’s account.
• All Active Agents will be unable to record new activity until payment is received.
• If payment is made, access will be immediately reinstated without additional fees.
Termination After Suspension
• If the Customer does not resolve the issue within 10 days after suspension, WorkdayTracker may immediately terminate the Customer’s access to the Software.
• Upon termination, the Customer must pay all outstanding amounts owed for previously incurred usage.
4.4 Withholding, Payment Methods, and Refund Policy
Tax Withholding Responsibility
• If applicable withholding taxes are required by the Customer’s jurisdiction, the Customer shall be responsible for remitting such taxes separately.
• The Customer may not deduct or withhold any amounts from payments due to WorkdayTracker under this Agreement.
Credit Card & Payment Processing
• If the Customer pays by credit card, the Customer agrees to:
(a) Keep payment details accurate and up to date; and
(b) Authorize WorkdayTracker to charge their card for Fees when due.
Billing for Users
• WorkdayTracker does not charge individual Users directly for their use of the Software unless explicitly authorized by the Customer.
• The WorkdayTracker software application is free to download, but use of the Software is billed based on Pay-as-You-Go pricing, where Customers are charged for Active Agents who record activity within a billing period.
Third-Party Carrier Fees
• WorkdayTracker is not responsible for any fees charged by Users’ carriers, internet providers, or mobile service providers, including but not limited to data usage, messaging, or phone call fees.
Non-Refundable Fees
• Unless expressly agreed otherwise, all Fees paid under this Agreement are non-refundable.
• Since billing is based on past usage, WorkdayTracker does not issue refunds or credits for inactivity, unrecorded time, or unused billing periods once an invoice has been issued.
4.5 Billing for Active Agents & Usage-Based Charges
WorkdayTracker operates on a Pay-as-You-Go (PAYG) model, meaning Customers are only billed for Active Agents—users who record activity within a billing period.
Billing for Active Agents:
• There is no limit to the number of Users a Customer may add.
• WorkdayTracker will automatically bill the Customer based on the actual number of Active Agents in each billing cycle.
• An Agent is only considered billable if they record activity during a billing period.
Changes in Active Agent Count:
• If additional Agents record activity, they are automatically included in the next billing cycle.
• If an Agent does not record activity, they are not billed for that period.
• Customers do not need to pre-commit to a user limit, as billing adjusts dynamically based on recorded usage.
4.6 Additional Services or Custom Agreements
WorkdayTracker operates on a Pay-as-You-Go (PAYG) model, meaning Customers do not need to sign a new Order Form when adding more users or increasing usage. Billing automatically adjusts based on actual recorded activity.
If the Customer purchases additional services, integrations, or custom solutions beyond standard PAYG usage, such purchases shall be documented in a separate agreement, agreed to and signed electronically by both Parties.
Each additional agreement will be subject to the terms of this Agreement unless otherwise specified in writing. Digital signatures, electronic approvals, or other mutually agreed-upon electronic confirmations shall be considered valid and legally binding.
5.1 Definition of Confidential Information
“Confidential Information” refers to any non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) in any form (written, oral, electronic, etc.) that is marked as confidential or reasonably understood to be confidential based on the nature of the information and the circumstances of disclosure.
Confidential Information includes, but is not limited to:
(a) Trade secrets, intellectual property, inventions, technical information, and business methods;
(b) Financial, pricing, customer, and business data, including Customer Data and Personal Data;
(c) Product development plans, strategies, forecasts, and operational details; and
(d) The terms of this Agreement.
Confidential Information does NOT include information that:
(i) Becomes publicly available through no fault of the Receiving Party;
(ii) Was already known by the Receiving Party before disclosure, without confidentiality obligations;
(iii) Was lawfully received from a third party without restrictions; or
(iv) Was independently developed by the Receiving Party without reliance on the Disclosing Party’s Confidential Information.
5.2 Confidentiality Obligations
Each Party acknowledges that the Disclosing Party retains all rights to its Confidential Information and that no rights or licenses are granted to the Receiving Party, except as necessary to fulfill this Agreement.
The Receiving Party agrees to:
(a) Not disclose or use any Confidential Information outside the scope of this Agreement without prior written permission from the Disclosing Party;
(b) Only share Confidential Information with its employees, contractors, advisors, investors, or potential acquirers (“Representatives”) who:
• Have a legitimate need to access the information; and
• Are bound by non-disclosure agreements (NDAs) with confidentiality protections at least as strict as those in this Agreement;
(c) Be responsible for any breach of this Agreement caused by its Representatives; and
(d) Use reasonable security measures to prevent unauthorized use or disclosure of the Confidential Information, at least equal to the precautions it applies to its own confidential data.
Each Party acknowledges that while these precautions reduce risk, they do not guarantee that unauthorized disclosure will never occur.
5.3 Required Disclosure
Nothing in this Agreement prevents the Receiving Party from disclosing Confidential Information if required by:
(a) Applicable laws (e.g., open records laws);
(b) A valid court order; or
(c) A government request.
To the extent permitted by law, the Receiving Party shall provide reasonable prior notice to the Disclosing Party before making such disclosure, allowing the Disclosing Party to contest or limit the disclosure.
Third-Party Access to Confidential Information
The Customer acknowledges that WorkdayTracker relies on third-party service providers (such as cloud hosting providers, communication services, and Customer-requested Third-Party Services) to operate the Software. These third parties may have access to Customer’s Confidential Information, including Customer Data and Personal Data, and shall process such data only as necessary to provide the Software and in accordance with this Agreement.
5.4 Retention & Destruction of Confidential Information
Upon the written request of the Disclosing Party, the Receiving Party shall promptly:
(a) Return all Confidential Information of the Disclosing Party; or
(b) Destroy all Confidential Information and provide written certification confirming its destruction.
The Receiving Party shall not retain any copies, extracts, or summaries of Confidential Information, except as follows:
• The Receiving Party may retain copies solely for compliance with its internal record-keeping, legal, or backup requirements.
• Any retained Confidential Information shall remain fully subject to the confidentiality obligations of this Agreement for as long as it is retained.
5.5 Acknowledgment of Confidential Information
The Customer acknowledges that WorkdayTracker does not wish to receive any Confidential Information from the Customer unless it is necessary for WorkdayTracker to perform its obligations under this Agreement.
Unless the Parties specifically agree otherwise, WorkdayTracker may reasonably presume that any information received from the Customer is NOT Confidential Information unless it is explicitly marked as “Confidential.”
Intellectual Property Ownership
Except as expressly stated in this Agreement, WorkdayTracker alone (and its licensors, where applicable) shall retain all intellectual property rights in and to the Software and any related technology.
The Customer acknowledges and agrees that:
(a) All suggestions, ideas, enhancement requests, feedback, or recommendations provided by the Customer or any third party regarding the Software are automatically assigned to WorkdayTracker, which shall have exclusive ownership of such contributions.
(b) The Customer shall not copy, distribute, reproduce, or use any part of the Software except as expressly permitted under this Agreement.
(c) Aggregated Data (non-identifiable usage data) collected through the Software is solely owned by WorkdayTracker and may be used to improve WorkdayTracker’s features, analytics, and operational efficiency in a Pay-as-You-Go environment.
This Agreement is not a sale and does not transfer any ownership or intellectual property rights to the Customer in or related to the Software or any associated technology.
7.1 Customer Personal Data & Data Protection Compliance
In connection with the Software, WorkdayTracker may process Customer Data that qualifies as “personal data,” “personal information,” or “personally identifiable information” under applicable data protection laws (“Customer Personal Data”).
If WorkdayTracker processes Customer Personal Data subject to data protection laws in the European Economic Area (EEA), Switzerland, the United Kingdom (UK), the United States (including the California Consumer Privacy Act (CCPA) and similar state laws), Canada, or any other applicable jurisdiction, then the terms of the WorkdayTracker Data Processing Addendum (DPA) shall be incorporated into and form an integral part of this Agreement.
The DPA governs the Parties’ obligations regarding data protection, security, and compliance when WorkdayTracker processes Customer Personal Data on the Customer’s behalf as part of the Software’s usage-based service model.
WorkdayTracker’s Role as a Data Processor
For the purposes of applicable data protection laws:
• The Customer is the “Data Controller” (or equivalent role under applicable laws), meaning the Customer determines the purposes and means of processing Customer Personal Data.
• WorkdayTracker is the “Data Processor” (or equivalent role), meaning WorkdayTracker processes Customer Personal Data only when the Software is used and solely on behalf of and under the instructions of the Customer, in accordance with this Agreement and the DPA.
WorkdayTracker shall implement appropriate technical and organizational measures to safeguard Customer Personal Data and comply with all applicable privacy and data protection laws.
7.2 Integrations with Third-Party Services
The Customer (including its Users) may enable integrations between the Software and certain Third-Party Services (each, an “Integration”).
By enabling an Integration, the Customer expressly instructs WorkdayTracker to share the necessary Customer Data with the Third-Party Service to facilitate the Integration.
Customer Responsibilities:
(a) The Customer is solely responsible for providing any and all instructions to the Third-Party Service provider regarding the use, processing, and protection of Customer Data, including any Customer Personal Data.
(b) The Customer is responsible for ensuring compliance with applicable data protection laws when using Third-Party Services.
(c) The Customer must enter into any necessary agreements with the Third-Party Service provider to ensure the proper handling and protection of Customer Data.
(d) Integrations may impact Pay-as-You-Go billing, and the Customer is responsible for monitoring integration usage to avoid unintended charges.
Independent Service Providers:
The Customer acknowledges that WorkdayTracker and any Third-Party Service provider are independent entities and do not act as each other’s sub-processors under data protection laws.
WorkdayTracker does not control, and is not responsible for, how Third-Party Service providers process Customer Data.
7.3 Storage and Processing of Customer Data
The Customer is solely responsible for determining whether the Software is appropriate for storing and processing Customer Data (including Customer Personal Data) under applicable data protection laws.
The Customer represents and warrants that:
(a) Any Customer Personal Data provided to, or collected by, WorkdayTracker in connection with the Software complies with all applicable data protection laws;
(b) The means by which the Customer acquires such Customer Personal Data is lawful; and
(c) The Customer’s instructions for WorkdayTracker’s processing of Customer Personal Data comply with all applicable privacy regulations.
Prohibited Data Types
The Customer shall not store, transmit, or process the following categories of highly sensitive data using the Software, unless explicitly agreed to in writing by WorkdayTracker:
• Protected Health Information (PHI) as defined under the U.S. Health Insurance Portability and Accountability Act (HIPAA).
• Payment card data subject to the Payment Card Industry Data Security Standard (PCI-DSS).
• Social Security Numbers, government-issued IDs, or biometric data that require special legal protections.
• Financial account numbers, credit reports, or consumer financial records subject to financial regulations (e.g., Gramm-Leach-Bliley Act).
• Children’s data subject to child privacy laws (e.g., Children’s Online Privacy Protection Act (COPPA), EU GDPR provisions for minors).
WorkdayTracker is not responsible for ensuring that the Customer’s data collection, storage, or processing practices comply with applicable legal requirements. If the Customer inadvertently or intentionally submits prohibited data, WorkdayTracker reserves the right to suspend or terminate the Customer’s access to the Software.
7.4 Security Measures
WorkdayTracker shall implement and maintain reasonable and appropriate technical and organizational security measures designed to protect Customer Data from:
(a) Accidental or unlawful destruction;
(b) Unauthorized access, disclosure, or alteration; and
(c) Other security breaches that may compromise Customer Data.
WorkdayTracker’s security policies and controls are designed to align with industry best practices. The latest version of WorkdayTracker’s Security Policies, detailing current security measures, is available at [insert security policy URL] (or any updated URL as may be provided to the Customer).
Security Limitations:
The Customer acknowledges that:
• While WorkdayTracker shall take reasonable security precautions, no system is completely immune to security risks.
• WorkdayTracker is not responsible for breaches caused by the Customer’s negligence, misconfiguration of security settings, or third-party integrations beyond WorkdayTracker’s control.
7.5 Data Retention & Deletion
WorkdayTracker retains Customer Data in accordance with its Data Retention and Deletion Policy.
Default Retention Period
Unless otherwise specified in the Data Retention and Deletion Policy, WorkdayTracker will retain Customer Data for 90 days after termination of the Customer’s account, after which it will be permanently deleted.
Early Data Deletion Requests
Customers may request deletion of specific Customer Data before the 90-day retention period ends, subject to:
(a) Legal or regulatory requirements that may require WorkdayTracker to retain certain data for compliance purposes.
(b) Technical limitations that may affect immediate deletion from backups or archives.
[Data Retention Policy Link: [Insert URL]]
7.6 Use of Anonymized Data for Machine Learning Training
Purpose and Processing:
WorkdayTracker may use anonymized Customer Data to train machine learning algorithms, with the goal of enhancing the functionality, efficiency, and accuracy of WorkdayTracker’s services. This data is processed in a manner that ensures no personal identification is possible.
Anonymization Techniques:
WorkdayTracker employs industry-standard anonymization techniques to ensure that individuals cannot be identified. These methods include:
• Data aggregation (combining multiple data points to remove individual traceability).
• Pseudonymization (removing or transforming identifiable elements to prevent re-identification).
Legality and Compliance:
• The anonymization process complies with GDPR, CCPA, and other relevant data protection regulations, ensuring that data cannot be linked back to any individual.
• Once anonymized, the data is considered non-personal data under applicable laws.
Usage of Anonymized Data:
• Anonymized data is used exclusively for internal purposes, such as improving WorkdayTracker’s algorithms, analytics, and service capabilities.
• This data never leaves WorkdayTracker’s secure environment and is not sold, shared, or made available to third parties.
Transparency and Customer Rights:
• WorkdayTracker commits to transparency about its anonymization and data processing practices.
• Customers may inquire about WorkdayTracker’s anonymization techniques at any time.
• Since anonymized data is no longer considered personal data under GDPR, individual rights (such as access or deletion requests) do not apply to anonymized data.
Data Security and Access Control:
• Access to anonymized data is strictly limited to authorized personnel directly involved in machine learning training.
• All such personnel receive data protection training and are bound by confidentiality obligations.
Retention and Deletion of Anonymized Data:
• Anonymized data is retained only as long as necessary to fulfill its intended purpose.
• It is regularly reviewed and permanently deleted when no longer needed for service enhancement.
8.1 WorkdayTracker’s Indemnification Obligations (With Liability Cap)
WorkdayTracker will defend, indemnify, and hold harmless the Customer against any third-party claims that WorkdayTracker’s technology infringes or misappropriates a U.S. patent, copyright, trade secret, or trademark. WorkdayTracker will cover all legal fees, court costs, damages, and settlements arising from such claims, subject to the liability cap below.
However, WorkdayTracker is NOT responsible for claims resulting from:
(a) Modifications to the Software not made by WorkdayTracker;
(b) Customer-provided content, data, or third-party materials;
(c) Combinations of WorkdayTracker’s Software with third-party products or services;
(d) Continued use of allegedly infringing Software after WorkdayTracker provides a fix or alternative; or
(e) Any use of WorkdayTracker that is not in strict compliance with this Agreement and its Documentation.
How WorkdayTracker Can Resolve an Infringement Claim:
If WorkdayTracker receives notice of an actual or potential infringement claim, WorkdayTracker may, at its own expense:
1. Modify the Software to eliminate the infringement,
2. Obtain a license so the Customer can continue using the Software, or
3. Terminate the Customer’s access to the Software.
Termination Due to Infringement Claims:
• If WorkdayTracker terminates the Customer’s access due to an infringement claim, this does not waive or refund previously incurred Pay-as-You-Go usage fees.
• The Customer remains responsible for paying any outstanding balances for past usage.
Liability Cap:
• WorkdayTracker’s total liability for indemnification under this section shall be capped at the total amount of fees paid by the Customer to WorkdayTracker in the 12 months preceding the claim.
Exclusive Remedy for IP Claims:
The solutions outlined above are the only remedies available for any infringement claims against WorkdayTracker.
8.2 Customer’s Indemnification Obligations
The Customer shall indemnify, defend, and hold harmless WorkdayTracker, its licensors, and their respective employees, officers, directors, and affiliates (“Indemnified Parties”) from any Losses (including legal fees, court costs, and settlement amounts) resulting from:
(a) Customer’s use of the Software in a manner that leads to a third-party claim; or
(b) Customer’s breach of any term of this Agreement.
Indemnification Process:
WorkdayTracker will:
• Provide the Customer with prompt notice of any claim requiring indemnification; and
• Allow the Customer to control the legal defense, provided the defense is conducted in good faith.
• WorkdayTracker retains the right to participate in the case at its own expense.
Liability Cap (With High-Risk Exclusions):
The Customer’s total liability for indemnification under this section shall be capped at the total amount of fees paid by the Customer to WorkdayTracker in the 12 months preceding the claim, except in cases where the claim arises from:
1. The Customer’s intentional misconduct, gross negligence, or fraudulent activities.
2. The Customer’s violation of applicable data protection laws (e.g., GDPR, CCPA) that results in WorkdayTracker facing regulatory penalties or legal actions.
3. The Customer causing a security breach, data leak, or unauthorized access to WorkdayTracker systems.
4. Any claim related to illegal or prohibited activities conducted through WorkdayTracker’s Software.
For these high-risk cases, the Customer shall be fully liable for all related losses, damages, and costs, without limitation.
9.1 Term & Pricing Adjustments
This Agreement commences on the Effective Date and remains in effect until terminated by either Party in accordance with this Agreement. There is no fixed subscription term—the Customer continues to access WorkdayTracker on a Pay-as-You-Go (PAYG) basis as long as they continue using the Software and paying for usage.
Pricing Adjustments:
WorkdayTracker may adjust its pricing structure from time to time. Any price changes:
• Will be communicated to the Customer at least 30 days in advance before taking effect.
• Will only apply to future usage and will not affect past charges.
• Will not exceed the greater of:
• The Consumer Price Index (CPI) adjustment, or
• 7% per year, unless a different adjustment is necessary due to material business, legal, or operational considerations.
If the Customer continues to use the Software after the effective date of the price adjustment, the Customer agrees to the updated pricing.
9.2 Termination for Breach, Insolvency, or Regulatory Compliance
Either Party may suspend performance or terminate this Agreement immediately, without judicial formalities, if:
(a) The other Party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice of the violation;
(b) The other Party ceases business operations, enters insolvency proceedings, or files for bankruptcy, and such proceedings are not dismissed within ninety (90) days; or
(c) WorkdayTracker determines, in good faith, that the Customer’s use of the Software violates applicable laws or regulations (including, but not limited to, data protection laws such as GDPR, CCPA, or any other governing privacy regulations).
Effect of Termination:
• Outstanding Payment Obligations Survive Termination → Termination does not eliminate the Customer’s obligation to pay any unpaid fees accrued for prior usage before termination.
• If WorkdayTracker terminates for regulatory non-compliance, the Customer shall be responsible for any damages or liabilities arising from their non-compliant use of the Software.
• Termination under this section shall be effective immediately upon written notice from the terminating Party.
9.3 Termination for Convenience
The Customer may terminate this Agreement at any time by:
(a) Providing written notice of its intent to terminate; and
(b) Paying all outstanding fees incurred for prior usage up to the date of termination.
The Customer acknowledges that termination does not relieve them of payment obligations for any usage incurred before termination. All outstanding amounts become immediately due upon termination.
9.4 Effects of Termination
Upon termination of this Agreement:
(a) Survival of Certain Terms – Any provisions that by their nature should survive termination shall remain in effect, including but not limited to Sections 2 through 13 (e.g., confidentiality, liability, indemnification, and data protection obligations).
(b) No Refunds for Termination by WorkdayTracker – If WorkdayTracker terminates this Agreement due to the Customer’s breach, the Customer shall not be entitled to any refunds.
(c) Outstanding Fees for Customer Termination Under Section 9.2 – If the Customer terminates under Section 9.2 (due to WorkdayTracker’s material breach), the Customer is only responsible for paying usage fees incurred up to the termination date.
(d) Cessation of Services – Upon termination, WorkdayTracker shall immediately cease providing the Software, and all Customer access rights shall terminate immediately.
(e) Customer Data Transition & Deletion –
• If termination occurs under Section 9.2, WorkdayTracker will collaborate with the Customer in good faith to develop a transition plan for exporting Customer Data in a mutually agreed format.
• The Customer must complete the data transfer within thirty (30) days from the termination date.
• After thirty (30) days, WorkdayTracker will permanently delete all remaining Customer Data, unless required by law to retain certain records.
10.1 Warranty
For Customers using WorkdayTracker’s paid Software, WorkdayTracker represents and warrants that the Software does not and will not knowingly contain any malicious code, including but not limited to:
• Viruses, trojans, worms, ransomware, or time bombs;
• Disabling devices or logic bombs designed to intentionally disrupt or damage Customer’s systems; or
• Any other code intended to compromise security or corrupt Customer Data.
Warranty Claim Process
If the Customer believes WorkdayTracker has violated this warranty, the Customer must:
1. Notify WorkdayTracker in writing, detailing the alleged noncompliance.
2. WorkdayTracker will have thirty (30) days to either:
• Fix the issue, or
• Provide a reasonable correction plan.
If WorkdayTracker fails to correct the issue or provide a reasonable plan within this period, the Customer may:
• Terminate the Agreement.
Effect of Termination Due to Warranty Issues
• Termination does not waive the Customer’s responsibility to pay for past usage before termination.
• The Customer is not entitled to a refund for previously incurred charges.
This Section states the Customer’s sole and exclusive remedy for any noncompliance with this warranty.
10.2 Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, WORKDAYTRACKER PROVIDES THE SOFTWARE, WORKDAYTRACKER CONFIDENTIAL INFORMATION, AND ANYTHING ELSE SUPPLIED UNDER THIS AGREEMENT “AS IS” AND WITHOUT WARRANTIES OF ANY KIND.
WORKDAYTRACKER, ON BEHALF OF ITSELF AND ITS SUPPLIERS, DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO:
(a) IMPLIED WARRANTIES OF MERCHANTABILITY,
(b) FITNESS FOR A PARTICULAR PURPOSE,
(c) SATISFACTORY QUALITY,
(d) TITLE, AND
(e) NON-INFRINGEMENT.
Service Availability Disclaimer:
• WorkdayTracker does not guarantee uninterrupted or error-free operation of the Software.
• The Customer acknowledges that occasional downtime, maintenance, or technical issues may occur.
• WorkdayTracker shall not be liable for any disruptions or service unavailability, and no refunds or credits will be issued for downtime.
Third-Party Services Disclaimer:
• WorkdayTracker is not responsible for any third-party products, services, or integrations used in conjunction with the Software.
• WorkdayTracker makes no warranties regarding the functionality, security, or availability of such third-party services.
Data Loss Disclaimer:
WorkdayTracker is not responsible for any data loss, corruption, or security breaches resulting from:
• Customer actions or negligence,
• Third-party services or integrations,
• System failures beyond WorkdayTracker’s reasonable control (e.g., force majeure events, cyberattacks, or cloud provider disruptions).
• Customers are responsible for maintaining their own backups of critical data.
Customer Acknowledgment of Risk:
The Customer assumes all risks associated with its use of the Software and acknowledges that no warranties, guarantees, or representations have been made other than those expressly stated in this Agreement.
10.3 Legal Authority
Each Party represents and warrants that:
(a) It has the full legal authority and power to enter into and execute this Agreement; and
(b) Its performance of this Agreement will not violate any existing agreements or legal obligations with third parties.
Each Party shall be solely responsible for ensuring that it has obtained all necessary approvals, authorizations, and consents required to fulfill its obligations under this Agreement.
Section: 11.1 Exceptions to Limitations of Liability
NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR:
(a) Death or personal injury caused by that Party’s negligence or the negligence of its employees, agents, or subcontractors;
(b) Fraud or fraudulent misrepresentation;
(c) Indemnification obligations as set forth in Section 8;
(d) Breach of material obligations, including but not limited to:
• Unauthorized use, modification, or distribution of the Software in violation of Section 3 (“Restrictions”);
• Non-payment of Fees as required under Section 4 (“Payment of Fees”); and
• Infringement or misappropriation of intellectual property rights under Section 6 (“Intellectual Property Rights; Ownership”).
(e) Any liability that cannot be excluded or limited under applicable law.
11.2 Limitation on Direct and Indirect Liability
SUBJECT TO SECTION 11.1, NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE TO THE OTHER PARTY (OR ANY ENTITY CLAIMING THROUGH SUCH PARTY) FOR:
(a) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, THE SOFTWARE, OR ANY RELATED SERVICES, INCLUDING BUT NOT LIMITED TO:
• (i) LOSS OF REVENUE, PROFITS, OR ANTICIPATED SAVINGS (WHETHER DIRECT OR INDIRECT);
• (ii) LOST BUSINESS OPPORTUNITIES OR REPUTATIONAL DAMAGE;
• (iii) LOST SALES OR LOST CUSTOMERS; OR
• (iv) LOSS OF DATA OR SYSTEM FAILURE.
(b) ANY DELAY, ERROR, OR INABILITY TO USE THE SOFTWARE, INCLUDING ACCOUNT SUSPENSIONS DUE TO UNPAID USAGE FEES, REGARDLESS OF WHETHER THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION APPLIES TO ALL CLAIMS, REGARDLESS OF WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL THEORY, EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.3 Limitation on Liability Amount
SUBJECT TO SECTION 11.1, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY (INCLUDING ITS SUPPLIERS) FOR ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT—WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER LEGAL THEORY—SHALL NOT EXCEED:
• THE TOTAL FEES PAID BY THE CUSTOMER TO WORKDAYTRACKER FOR SOFTWARE USAGE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM WAS FIRST ASSERTED.
THIS LIMITATION APPLIES REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
12.1 Export Compliance
Notwithstanding anything else in this Agreement, the Customer may not:
(a) Use, transfer, export, or re-export the Software or any related technology, documentation, or services in violation of any applicable U.S. export laws, regulations, or restrictions, including those enforced by:
• The U.S. Department of Commerce,
• The U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), or
• Any other applicable U.S. or foreign government agency.
(b) Provide access to the Software to any individual or entity that appears on:
• The U.S. government’s denied-party lists, including but not limited to the Entity List, Specially Designated Nationals (SDN) List, or other restricted lists.
(c) Access or use the Software in any country or region subject to U.S. trade embargoes, which currently include, but are not limited to:
• Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.
Each party represents and warrants that it is not listed on any U.S. government restricted list and is in full compliance with applicable export laws.
12.2 Anti-Corruption Compliance
The Customer represents and warrants that:
(a) It has not received, been offered, or provided any illegal or improper bribe, kickback, payment, gift, or thing of value from any WorkdayTracker employee, agent, or representative in connection with this Agreement.
(b) It will not offer, promise, authorize, or provide any such improper payment, gift, or benefit to any WorkdayTracker employee or any third party in violation of:
• The U.S. Foreign Corrupt Practices Act (FCPA),
• The UK Bribery Act, or
• Any other applicable anti-corruption or anti-bribery law.
(c) If the Customer learns of any violation of this section, it must notify WorkdayTracker immediately.
Any breach of this section shall be considered a material breach of this Agreement, giving WorkdayTracker the right to immediately terminate the Agreement without liability.
12.3 Commercial Software; U.S. Government Rights
The Software (including all associated software and documentation) is a “commercial item” as defined in FAR 2.101.
(a) If acquired by or on behalf of any U.S. federal agency (excluding the U.S. Department of Defense (DoD)), the agency receives only those rights customarily provided to the public, as specified in:
• FAR 12.211 (Technical Data) and
• FAR 12.212 (Computer Software).
(b) If acquired by or on behalf of a DoD agency, the agency receives only the rights customarily provided to the public, as specified in:
• DFARS 227.7202-3 (Rights in Commercial Computer Software or Commercial Computer Software Documentation) and
• DFARS 252.227-7015 (Technical Data—Commercial Items).
(c) If acquired by any U.S. Federal Legislative or Judicial Agency, the agency receives only those rights customarily provided to the public, as defined in this Agreement.
This Section 12.3 supersedes any other FAR, DFARS, DEAR, or other clause, provision, or supplemental regulation that might grant the government additional rights in computer software or technical data under this Agreement. Any capitalized terms in this Section are defined by the applicable FAR or DFARS provisions.
13.1 Severability
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, that provision shall be:
(a) Limited, modified, or removed only to the extent necessary to ensure compliance with applicable law, and
(b) The remaining provisions of this Agreement shall remain in full force and effect.
Where possible, the invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the original intent of the Parties.
13.2 Assignment
The Customer may not assign, transfer, or sublicense this Agreement (or any of its rights or obligations under it) without WorkdayTracker’s prior written consent, which shall not be unreasonably withheld.
WorkdayTracker may freely transfer or assign its rights and obligations under this Agreement without restriction.
This Agreement shall be binding upon and benefit the Parties, as well as their permitted successors and assigns.
13.3 No Third-Party Beneficiaries
This Agreement is solely between WorkdayTracker and the Customer. No third party shall have any rights to enforce or benefit from any provision of this Agreement.
Additionally, no third party shall have the ability to terminate, rescind, modify, waive, or settle any provision of this Agreement without the express written consent of both WorkdayTracker and the Customer.
13.4 Entire Agreement; Addendums
(a) Complete and Exclusive Agreement – This Agreement constitutes the entire and final agreement between the Parties and supersedes all prior written or oral agreements, communications, or understandings related to its subject matter.
(b) Amendments, Modifications, and Waivers – Any waiver, amendment, or modification of this Agreement must be in writing and signed by the Party against whom it is to be enforced. No verbal or implied modifications shall be valid.
(c) No Special Relationship – This Agreement does not create any agency, partnership, joint venture, fiduciary, or employment relationship between WorkdayTracker and the Customer. The Customer has no authority to act on behalf of WorkdayTracker or bind WorkdayTracker in any way.
13.5 Agreement Hierarchy and Changes to This Agreement
(a) Priority of This Agreement Over Other Documents
If any conflict or inconsistency arises between:
• This Agreement,
• The Documentation, or
• Any pricing terms or billing policies,
This Agreement shall prevail, unless WorkdayTracker explicitly states that a specific policy overrides certain terms.
(b) Entire Agreement and Supersession of Prior Agreements
This Agreement constitutes the entire and exclusive agreement between the Parties and supersedes all prior written or oral agreements, communications, or understandings related to its subject matter.
(c) WorkdayTracker’s Right to Modify This Agreement
WorkdayTracker may update or modify this Agreement from time to time and will provide the Customer with at least ten (10) days’ prior notice before any changes take effect. Unless otherwise specified, modifications become effective upon posting.
(d) Customer’s Right to Object
If the Customer disagrees with any changes, they must notify WorkdayTracker in writing within the ten (10) day notice period. In response, WorkdayTracker may, at its sole discretion:
1. Allow the Customer to continue under the prior version until the end of the current billing cycle, after which the new version will apply; or
2. Terminate the Agreement without further obligation for either party.
(e) Implied Acceptance Through Continued Use
Unless the Customer provides written notice of objection within the notice period, continued use of the Software after the effective date of an updated Agreement constitutes acceptance of the new terms.
(f) Optional Explicit Acceptance Requirement
At WorkdayTracker’s discretion, the Customer may be required to click “Accept” before continuing to use the Software after an Agreement update.
(g) Notification of Changes
WorkdayTracker will use reasonable efforts to notify the Customer of changes via:
• Email,
• Account dashboard, or
• Other electronic means.
13.6 Notices
(a) Form of Notices
All notices under this Agreement must be in writing and shall be deemed duly given:
• If personally delivered: Upon receipt.
• If sent by email: When receipt is electronically confirmed by the recipient.
• If sent by certified or registered mail (return receipt requested, postage prepaid): Upon confirmed receipt.
(b) Where Notices Should Be Sent
• WorkdayTracker may send notices to the Customer’s contact information listed in their WorkdayTracker billing account.
• The Customer must send notices to WorkdayTracker’s designated contact information provided on its official website at https://workdaytracker.com.
Each Party is responsible for keeping its contact information up to date to ensure timely receipt of notices.
13.7 Force Majeure
Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement (except for payment obligations) due to causes beyond its reasonable control, including but not limited to:
• Natural disasters (e.g., fire, earthquake, flood, hurricane);
• Labor disputes (e.g., strikes, work stoppages);
• Acts of war, terrorism, riots, or civil unrest;
• Government actions or regulations that restrict operations;
• Cyberattacks or major internet outages beyond a Party’s control;
• Pandemics or public health emergencies.
The affected Party must promptly notify the other Party in writing of the Force Majeure event and use commercially reasonable efforts to resume performance as soon as possible.
13.8 Governing Law; Venue; Dispute Resolution
(a) Governing Law
This Agreement shall be governed by and interpreted under the laws of the State of Arizona, U.S.A., without regard to conflict-of-law principles that would apply the laws of another jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
(c) Court Enforcement of Arbitration Decisions
A court of competent jurisdiction may enforce the arbitration award, enter judgment upon it, or issue an order of enforcement as necessary.
(d) Right to Seek Injunctive or Equitable Relief
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of proper jurisdiction to prevent immediate harm, pending the final arbitration decision.
(e) Exclusive Venue
Each Party irrevocably submits to the exclusive jurisdiction of the courts in Maricopa County, Arizona, U.S.A., for any necessary court proceedings related to arbitration enforcement or injunctive relief.
13.9 Prevailing Party
In any arbitration, action, or legal proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, costs, and other legal expenses incurred in enforcing its rights.
The determination of the prevailing party and reasonable fees shall be made by the arbitrator or court presiding over the matter.
13.10 Counterparts and Electronic Signatures
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same legally binding agreement.
Execution of this Agreement by electronic signature, PDF, or other electronic transmission shall be valid and legally enforceable to the same extent as an original handwritten signature.
13.11 No Waiver
The failure or delay of either Party to enforce any provision of this Agreement or to exercise any rights under it shall not be deemed a waiver of that provision or right. Any waiver must be explicitly stated in writing and signed by the waiving Party.