Revision: 22.7

THESE TERMS AND CONDITIONS ARE THE CONTRACT BETWEEN YOU (THE "CUSTOMER" or THE "CLIENT") AND WORKFLOWFIRST SOFTWARE LLC ("COMPANY") RELATING TO THE SOFTWARE STAFF.WIKI (ALSO KNOWN AS STAFFWIKI AND STAFFWIKI AI, ALL REFERRED TO AS THE “SOFTWARE”) AND USE OF THE SOFTWARE THROUGH THE INTERNET (THE "SERVICE"). PLEASE READ THE TERMS OF SERVICE CAREFULLY BEFORE SIGNING UP FOR, OR USING, THE SOFTWARE OR THE SERVICE. 

By using the Service provided by COMPANY, CLIENT agrees to be bound by the following Terms of Service. In addition, by using the Software, CLIENT fully understands, accepts and agrees to be bound by the Staff.Wiki License Agreement. 

General 

In connection with the use of the Service, CLIENT agrees to: 

1. obey the law; 

2. obey any codes of conduct or other notices COMPANY provides CLIENT; and 

3. promptly notify COMPANY if CLIENT learns of a security breach related to the service. 

The Software is available either through COMPANY’s Cloud Service or installed On-Premise on CLIENT’s own server machines (hosted by CLIENT). 

When using the Service, CLIENT is solely responsible for all uses of their account under CLIENT’s logins and passwords. CLIENT must protect their users’ passwords.  

Section I. Cloud Service 

Trial 

Upon signing up for the Service, CLIENT may be eligible for a trial period in which CLIENT can use the Service without charge for a period of time (typically 14 days) (“TRIAL PERIOD”) for the purpose of evaluating the suitability of the Service to CLIENT’s needs (the "Trial"). 

Once the TRIAL PERIOD has passed, CLIENT must provide COMPANY payment, billing, and contact information to continue use of the Service, otherwise CLIENT’s account and all its data will be permanently removed from the system. 

Should CLIENT provide COMPANY payment, billing, and contact information, the trial will automatically switch to a paid account at the end of the TRIAL PERIOD and CLIENT will be charged the subscription amount. CLIENT must contact COMPANY and request to cancel the trial during the TRIAL PERIOD if they wish not to be charged. 

Payment 

CLIENT may use the Service through a subscription with COMPANY, or via a Managed Reseller (as described in Section III herein). This Payment section pertains to CLIENT subscribing to Service with COMPANY.

Where the use of Service is through a subscription directly with COMPANY, COMPANY will bill CLIENT directly. CLIENT access to Service is contingent upon timely payment. 

Some parts of the Service are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless canceled. CLIENT may cancel the Subscription renewal either through their online account management page or by contacting COMPANY customer support team. 

CLIENT represents and warrants that any payment, billing, and contact information provided to COMPANY is true and that CLIENT is authorized to provide and use such information. CLIENT is responsible for updating their account information on a timely basis with any changes including but not limited to billing address and credit card information that may occur. CLIENT understands and accepts that failure to pay for service will result in suspension or termination of their account and that their data will be removed. The period between failure of payment and suspension or termination of account is entirely at the discretion of COMPANY.

Unless otherwise agreed, upon furnishing payment and billing information, CLIENT hereby authorizes COMPANY (or an authorized payment gateway such as Stripe) to charge CLIENT through credit card in advance on a periodic basis until CLIENT terminates their account. CLIENT further agrees to pay any additional charges that CLIENT may incur including but not limited to additional storage and/or bandwidth requirements. After each charge, a payment confirmation notice will be emailed to CLIENT. If CLIENT dispute any charges, CLIENT must let COMPANY know within fifteen (15) days after the date that CLIENT was charged for the service. 

COMPANY, in its sole discretion and at any time, may modify the Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. COMPANY will provide you with a reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Services after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount. 

Changes To Terms 

COMPANY reserves the right to change the terms and/or prices of the Service. CLIENT will be notified of such changes on COMPANY's website or in an email correspondence to CLIENT at least 30 days before the changes are to take effect. CLIENT’s continued use of the Service after the changes become effective constitutes CLIENT’S agreement to accept the terms and pay any changed amount. 

CLIENT will provide COMPANY contact information, including a postal and email address, where COMPANY may contact CLIENT with information about CLIENT’s account or COMPANY’s products or services. It is CLIENT’s responsibility to ensure that such information is entered correctly and is kept up to date. 

Cloud Service Availability 

While COMPANY will make commercially reasonable effort to ensure the availability of Service 24 hours a day, 7 days a week, such availability is not guaranteed. Due to the nature of the Internet, Service capacity limitations, maintenance schedules and any other commercially reasonable factor, COMPANY reserves the right to restrict access to the Service at any time. CLIENT accepts that different tiers of Service have different capacity limitations, and Excessive Usage of the Service may require upgrading to a higher tier at additional expense to CLIENT. Excessive Usage includes any usage of the Service that goes beyond the threshold of the server’s available capacity, including factors such as the number of concurrent users of the Service, the amount of data in the Service in total, and the amount of data retrieved or uploaded to or from the Service. 

CLIENT understands and accepts that COMPANY uses several third-party services ("Third-Party Services") to provide the Service. For example, Amazon AWS, CloudFlare, Stripe, OpenAI and partners/resellers. An outage in any of the Third-Party Services may result in an outage of Service. 

CLIENT agrees to maintain their own regular backup of data on Service (eg. printing policies and reports) in order to mitigate any disruption that a Service outage or unavailability may otherwise incur.

Security

COMPANY provides various mechanisms to help CLIENT secure the data on Service. This includes logins protected with passwords, Single-Sign-On that can utilize multi-factor authentication, as well as limited logging of when users logged in. However, CLIENT understands and accepts that it is CLIENT's (and any associated Managed Resellers) responsibility to protect data in the Software, and that negligence or a misconfiguration of the security settings in the Software may result in unauthorized access, modification or loss of data. CLIENT agrees that COMPANY is not responsible for such a leak, modification or loss of data.

Dedicated Server 

Certain tiers of Service will be served by a Dedicated Server. This Dedicated Server is a virtual server, such as those provided by Amazon’s AWS EC2 service. CLIENT understands and accepts that such virtual servers are not physically isolated and involve resources being shared with other tenants. 

CLIENT understands and accepts that access to the Dedicated Server desktop (or command line) may be granted on a limited basis, with commercially reasonable prior notification, and at a time that is agreed to by both parties, and that access will always be under supervision by COMPANY for security purposes. CLIENT understands that COMPANY will configure the firewall and security access settings such that remote desktop is only available to specific IP addresses ("Authorized Clients"), and that CLIENT will provide a list of Authorized Clients prior to any remote access. CLIENT is responsible for protecting the Dedicated Server from unauthorized access via the provided Authorized Clients. 

CLIENT may provide a domain name for the Service, which CLIENT shall configure in their DNS settings. CLIENT is solely responsible for purchasing and providing an SSL certificate for the Service and updating it prior to expiration. COMPANY will not be able to notify CLIENT when SSL certificates are expiring. 

Use of Content Distribution Network Service

Service may utilize a Content Distribution Network service (CDN) (for example, CloudFlare) for a variety of benefits including in order to help protect against certain types of cyber-attacks, SSL certification, performance enhancement and to reduce the resource load on the COMPANY's servers. CLIENT accepts that access to Service will usually go through the CDN. CLIENT accepts that the caching mechanism provided by the CDN will mean that certain uploaded files and attachments ("file uploads") will be stored temporarily on CDN's servers. CLIENT accepts that the caching mechanism may allow access to cached file uploads independently of the security mechanism and session management of Service. CLIENT accepts that a service interruption by CDN may impact the ability for CLIENT to access the Service. If CLIENT does not wish their Service to utilize a CDN, or CLIENT does not wish to enable caching of file uploads in Service, CLIENT understands they must contact COMPANY to request an alternative arrangement at additional cost.

Use of Artificial Intelligence (AI) Services

Service provides certain features that will indicate the use of an AI service ("AI Service"), typically having the feature clearly marked with the term "AI". CLIENT accepts that the features provided in this AI Service are experimental and use an artificial intelligence system provided by a third party. The text of the article associated with the AI function being invoked may be sent to COMPANY, its Managed Resellers and other affiliates, along with a third party  (collectively "Providers"), which they may store and use, as such you may not use the AI Service if there is any possibility that any contents of the article is confidential or should otherwise not be shared. Results provided by the AI Service may be inaccurate, incorrect, incomplete, biased, misleading, offensive, or may contain mistakes, and must be checked and/or corrected prior to using in any way. Results are not endorsed by the Providers. Your use of the AI Service is on an "as is" basis, without warranties of any kind, either express or implied. By using the AI Service, you agree to hold Providers harmless for any harm or losses that may arise from its use. Usage of the AI Service will be limited and intermittent, and is currently only available in English.

Backup 

As part of the Service, data stored on Service is recorded as a snapshot backup once per day and this backup is retained for up to 30 days. Additional snapshots are taken monthly and retained on a 6-month rolling basis (depending on Service level). This backup operation is not guaranteed and COMPANY is not responsible for a failure in the backup system. Any request to restore backed-up data may or may not be satisfied and will likely require CLIENT to pay additional fees to complete. 

CLIENT may request an alternative backup schedule, understanding that doing so may incur additional cost for setup and storage. 

Liability 

CLIENT’s use of the Service is at CLIENT’s sole risk. The Service is provided on an AS IS basis. While COMPANY will make commercially reasonable effort to maintain availability of the Service, CLIENT accepts the Service may or may not be available and may not necessarily function as required. COMPANY makes no express or implied warranty of the quality or suitability of the Service for any purpose. COMPANY will make commercially reasonable effort to preserve and protect CLIENT’s data, but makes no guarantees that it won't get lost, corrupted, or inadvertently leaked. CLIENT should regularly back up critical data or take other steps to protect their vital information. 

Support 

As part of the Service, COMPANY provides a basic level of support (“Basic Support”) for the purpose of assisting CLIENT in maximizing their enjoyment of the Service. CLIENT agrees that COMPANY provides an enhanced level of support separately to the Service. COMPANY agrees to assist CLIENT on an as-available basis, including but not limited to email and/or online discussion forums provided by COMPANY. The scope of the Basic Support provided is detailed in Appendix A. 

CLIENT’s use of the Service may involve access to and use of discussion forums and documentation that is made available on COMPANY’s websites. CLIENT agrees that any information CLIENT posts on said website is lawful, that CLIENT have permission to post said information, and that CLIENT understands said information is made available publicly. CLIENT understands and fully accepts and agrees that said information may be incorporated into search results and may be reproduced on other websites without CLIENT’s express permission. CLIENT agrees that COMPANY is not responsible in any way for how the information CLIENT posts is used. 

In order to provide support and maintenance of Service to CLIENT, CLIENT accepts that COMPANY may require access to CLIENT's data stored in Service. CLIENT hereby authorizes COMPANY to access said data for the purpose of providing support and maintenance of Service. 

Termination 

If CLIENT’s account is terminated by COMPANY, CLIENT will be refunded the pro-rated, unearned portion of any amount that CLIENT was charged for Service, minus any additional fees incurred by COMPANY. 

CLIENT may terminate their account at the end of the current subscription period. Prior to cancellation, COMPANY may make an export of CLIENT’s data available to CLIENT if CLIENT requests and COMPANY chooses to do so. If CLIENT’s account is terminated by CLIENT, CLIENT will not be refunded the subscription period that has been paid. 

CLIENT expressly agrees that COMPANY WILL NOT be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if COMPANY has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods or services resulting from any goods, data, information or services purchased or obtained through or from COMPANY; (iii) unauthorized access to or alteration of CLIENT’s transmissions or data; (iv) statements or conduct of any third party on the Services; (v) termination of CLIENT’s account; or (vi) any other matter relating to the Service. If CLIENT is not satisfied with the Service, CLIENT’s sole and exclusive remedy is to stop using it. IN NO EVENT WILL COMPANY BE LIABLE TO CLIENT FOR ANY AMOUNT IN EXCESS OF THE AMOUNT THAT CLIENT HAVE ACTUALLY PAID COMPANY RELATING TO THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO CLIENT’S CLAIM. COMPANY reserves the right to modify the Service at any time. 

CLIENT will indemnify, defend and hold COMPANY, its officers, directors, employees, affiliates and service providers from any claim or cause of action of any kind whatsoever arising out of (a) any data, information or materials of any kind that are input or uploaded to the Service using CLIENT’s account, and (b) CLIENT’s use of the Service. 

From time to time CLIENT may give COMPANY suggestions or feedback about the Service. If CLIENT does so, CLIENT hereby grant COMPANY an irrevocable, perpetual, royalty-free, fully paid-up, worldwide license to use such suggestions or feedback for any purpose. 

COMPANY reserves the right to modify these terms of service at any time upon notice to CLIENT, either through mail (written or electronic) or on COMPANY’s website. CLIENT agrees that any use of the Service after said modification will constitute CLIENT’s acceptance of those modified terms of service. 

COMPANY will have the right to assign this Agreement to an affiliate of COMPANY at any time without notice. 

Section II. Staff.Wiki License Agreement 

By using this Service and/or the Software or Documentation provided by COMPANY, CLIENT and/or the entity using this Application (the "Licensee") agrees to be bound by its terms. If Licensee does not agree to the terms of this License, then Licensee shall promptly cease executing, accessing, or using the Application. 

1. Definitions 

a. Server Machine: An application hosting server on which Staff.Wiki is installed. 

b. End User: An end user or a software program, such as a web browser, that accesses and runs the Service over a communications network. 

c. Documentation: Technical instructions and other documentation related to the Software, including, without limitation, help files, user reference documentation, training documentation and other technical information. 

d. Software: For the purpose of this License Agreement, SOFTWARE shall mean the entire software installation media provided to Licensee pursuant to this License: Staff.Wiki and any related software components, including, without limitation, software code, executable code, object code, dynamic link libraries, object model, backups, updates, and patches. 

e. User Record: An entry in the Software application that directly corresponds to, and enables, the ability an End User has to login to, in order to access and be identified by, said application and/or any services it provides. 

f. Login License: A license, which can be acquired multiple times, that legalizes User Record(s) with more powerful capabilities to be added to the Service running on a single Server Machine. Depending on the Software Edition and the type of User Record, Login Licenses will be paid for or unpaid. For example, for Starter, Standard, Professional and Enterprise only Wiki Manager users are paid licenses. 

g. Software Edition: A specific variation in the Software which affects the features provided and manner in which Login Licenses are charged. Software Edition examples include, but are in no way limited to, Starter, Standard, Professional and Enterprise. 

2. INTELLECTUAL property rights, reservation of ownership and restrictions 

a. Ownership. COMPANY owns the Software and Documentation, which are protected by United States laws and applicable international laws, treaties and conventions regarding intellectual property and trade secret rights. COMPANY reserves all rights not specifically licensed herein. 

b. Confidentiality. The Software and Documentation is proprietary and confidential to COMPANY and contains trade secrets and other unpublished content. Licensee will hold the Software and Documentation that is disclosed to or acquired by Licensee in strictest confidence. Licensee agrees that it will take all commercially reasonable measures to protect the secrecy of and avoid unauthorized disclosure or use of the Software and Documentation. Licensee agrees to use any and all commercially reasonable means to protect the Software and Documentation from unauthorized use, reproduction, distribution, or publication. Licensee will not otherwise, take, publish, use, or disclose the Software and Documentation to others for any purpose, except upon the written consent of COMPANY. 

c. Limited License. The Software and Documentation are licensed and not sold. Subject to the terms of this License, COMPANY grants to the Licensee a non-exclusive, non-sublicensable, non-transferable limited single-use license to: 

(i) make a commercially reasonable number of copies of the Documentation solely for Licensee's internal business purposes; 

(ii) use the Software remotely, where access to the Software enables the creation of a limited number of User Records for the purpose of logging-in and identifying a user to the Software, where the number of said User Records must not exceed the number of Login Licenses Licensee has properly acquired for said Server Machine. 

d. Updates. Licensee agrees that any upgrades or updates to the Software or the Documentation do not constitute the granting of another license to use the Software. Licensee may not use the upgrade or update in addition to the Software it is replacing, nor may Licensee transfer the Software which is being replaced to a third party. 

e. Feedback. Licensee may, from time to time, provide suggestions or comments to COMPANY regarding effectiveness, usability, or performance with respect to the Software or Documentation. COMPANY has all right, title, and interest to any such comments and may freely use, implement, and otherwise commercialize any such comments. 

f. Multiple Client Access. Licensee is prohibited from using the Software with any middleware, application server, CGI, or other software or technology that may enable, known or otherwise, a breach of the limitations specified under Section 2(c) herein. 

g. Restrictions on Reverse Engineering. Licensee may not reverse engineer, decompile, disassemble, or otherwise reduce the Software to human-readable form. 

h. Restrictions on Derivative Works. Licensee may not modify, adapt, or otherwise create derivative works of the Software or any part thereof. 

i. Other Limitations on Use. The Software is not intended for use in, nor deemed suitable for application in nuclear facilities, aircraft navigation systems, air traffic control systems, naval navigation systems, naval traffic control systems, medical treatment of one or more persons, or any other situation where any use of the Software (e.g., due to errors in the Software or due to any other cause in using the Software) could lead to death, personal injury or any other physical damage or damage to the environment. The Software is not intended for use in connection with any inherently dangerous activity. Licensee agrees not to use the Software in any of those situations and indemnifies COMPANY for all damage claims that could result from such unauthorized use of the Software. 

3. Termination of License 

a. This License is effective until terminated. This License will terminate automatically without notice from COMPANY or judicial resolution if Licensee fails to comply with any of the terms of this License. Upon such termination Licensee must cease use of the Software and destroy the Documentation, and all copies thereof, and all sections herein, except Section 2(c), will survive any termination or cancellation of this License. 

4. Assignability 

a. Non-transferable By Licensee Without Written Consent From COMPANY. This License is for the original purchaser (the Licensee) and cannot be transferred or assigned by Licensee without COMPANY's prior written consent. 

b. Transferable by COMPANY. This License shall be binding upon and inure to the benefit of COMPANY and its respective successors, assigns, heirs, or legal representatives. 

5. Export Law Assurances 

a. Export Restrictions. Licensee may not use or otherwise export or reexport the Software (1) into (or to a national or resident of) any U.S. embargoed country (e.g. Iran, Iraq, Libya, North Korea, Sudan and Syria), (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List, or (3) where prohibited by law. By using the Software, Licensee represents and warrants that Licensee are not on any such list or located in, under control of, or a national or resident of any such country. 

6. Warranty Disclaimers 

a. Software Provided As Is. The Software is provided to Licensee AS IS and COMPANY makes no warranty as to its use or performance. 

b. Disclaimer of All Warranties. COMPANY DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS LICENSEE MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION. COMPANY AND ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS OR OTHER TERMS, EITHER EXPRESS OR IMPLIED (WHETHER COLLATERALLY, BY STATUTE OR OTHERWISE), INCLUDING, WITHOUT LIMITATION, TO IMPLIED WARRANTIES, CONDITIONS OR OTHER TERMS OF MERCHANTABILITY, SATISFACTORY QUALITY AND/OR FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS. FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH LICENSEE's ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT OF THIRD-PARTY PROPRIETARY RIGHTS BY THE SOFTWARE. COMPANY DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. 

7. Exclusion and Limitation of Damages 

a. Exclusions. IN NO EVENT WILL COMPANY, ITS AFFILIATES, OR ANY OF ITS LICENSORS, DIRECTORS, OFFICERS, OR EMPLOYEES OF ANY OF THE FOREGOING BE LIABLE TO LICENSEE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) OR DIRECT LOSS OF BUSINESS, BUSINESS PROFITS OR REVENUE, WHETHER FORESEEABLE OR UNFORESEEABLE, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR ACCOMPANYING WRITTEN MATERIALS, REGARDLESS OF THE BASIS OF THE CLAIM (WHETHER UNDER CONTRACT, NEGLIGENCE OR OTHER TORT OR UNDER STATUTE OR OTHERWISE HOWSOEVER ARISING) AND EVEN IF COMPANY OR A COMPANY REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. 

b. Limitation. COMPANY's TOTAL LIABILITY TO LICENSEE FOR DAMAGES FOR ANY CAUSE That is NOT EXCLUDED BY SECTION 7(a) ABOVE, regardless of the form of the action, will be limited to the lesser of $500 (USD) or the money paid for the Software Licensed herein, where the money paid does not include any additional services rendered by COMPANY in relation to the software (such as any software customization services). THE PARTIES AGREE THAT THIS section 7(b) SHALL BE ENFORCED INDEPENDENTLY OF AND SURVIVE THE FAILURE OF ESSENTIAL PURPOSE OF ANY WARRANTY REMEDY. 

8. General provisions 

a. Controlling Law. This License will be governed by and construed in accordance with the laws of the State of Texas. Licensee consents to the jurisdiction of the courts located in the State of Texas. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 

b. Severability. If for any reason a court of competent jurisdiction finds any provision, or portion thereof, to be unenforceable, the remainder of this License shall continue in full force and effect. 

c. Arbitration. Licensee agrees that the exclusive remedy for all disputes and claims relating in any way to or arising out of this License or Licensee's use of the Software or the Documentation shall be final and binding arbitration, conducted under the Commercial Arbitration Rules of the American Arbitration Association in Texas. 

d. Equitable Relief. COMPANY reserves the right to seek injunctive or other appropriate relief in any court of competent jurisdiction for any breach of or indicated intention to breach this License in any manner by Licensee that violates or may violate COMPANY's intellectual property rights, or may cause continuing or irreparable harm to COMPANY (including, without limitation, any breach that may impact COMPANY's intellectual property rights, or a breach by reverse engineering). The prevailing party shall be entitled to recover reasonable attorney's fees and court costs. 

e. No Implied Waivers. The failure of either party to enforce any provision of this License shall not be deemed a waiver of the provision of the right of such party thereafter to enforce that or any other provision. 

f. Affiliates of COMPANY. An affiliate of COMPANY shall have the same rights as COMPANY under this License and Licensee's obligations owed to COMPANY under this License shall be owed to the affiliate in the same manner as they are owed to COMPANY. Affiliates of COMPANY are (1) any other business entity that controls, or is under common control with COMPANY, or (2) any successor entity. 

Section III: Managed Resellers

1. Definition: For the purposes of these Terms of Service, a "Managed Reseller" refers to any third-party service provider, including but not limited to Value-Added Resellers, partners, affiliates or any other entities, who are authorized to resell, manage, or administer the Service on behalf of the CLIENT.

2. Managed Reseller's Autonomy: CLIENT acknowledges and agrees that Managed Resellers operate independently of COMPANY. While Managed Resellers may provide additional services related to the use of COMPANY's Software and Service, they are not agents or representatives of COMPANY.

3. No Liability for Managed Reseller Actions: COMPANY is not responsible or liable for any actions, omissions, or services provided by Managed Resellers. This includes, but is not limited to, the management of CLIENT's policies and procedures, data handling, technical support, continuity and availability of Service managed by Managed Reseller, or any advice provided by the Managed Resellers.

4. Client's Relationship with Managed Resellers: Any engagement, agreement, or interaction between CLIENT and a Managed Reseller is solely between the CLIENT and the Managed Reseller. COMPANY is not a party to, and has no responsibility or obligation under, any such engagement or agreement.

5. Due Diligence: CLIENT is advised to exercise due diligence and caution when selecting and working with a Managed Reseller. CLIENT should review and agree to the Managed Reseller’s terms and conditions, privacy policy, and any other relevant documentation or policies.

6. Indemnification Regarding Managed Resellers: CLIENT agrees to indemnify, defend, and hold harmless COMPANY from any and all claims, liabilities, damages, costs, and expenses, including reasonable attorneys’ fees, arising from or related to the actions or services of a Managed Reseller.

7. Reporting Issues with Managed Resellers: If CLIENT encounters any issues or disputes with a Managed Reseller, CLIENT is encouraged to resolve the matter directly with the Managed Reseller. However, CLIENT may report serious concerns or violations by a Managed Reseller to COMPANY for review, at the email address partner@staff.wiki.

APPENDIX A: SCOPE OF SUPPORT

WorkflowFirst Software LLC provides Support and Maintenance for Staff.Wiki as a subscription service, either annually or part of the monthly subscription for the Starter, Standard, or Enterprise service. 

There are multiple levels of support that are available. Below we describe the scope of what is provided for the Basic Support level, which is the default support level for all paid support subscriptions. 
 

● We will provide answers to questions pertaining to the core features of Staff.Wiki along with installation of the On-Premise Editions.

● Questions must pertain to the usage of Staff.Wiki that do not involve or require in any way the understanding of client customizations, proprietary solution requirements, or industry (domain-specific) knowledge.

● All questions and responses will be processed through the Staff.Wiki ticket system (available at https://on.staff.wiki). Each ticket is limited in scope to one single question.

● Response time to questions is within 1-2 U.S. business days (USA, federal holiday schedule). Faster response is available with an Extended Support Agreement. Guaranteed hourly response is available with an SLA agreement. Please contact us for details. Business hours are typically 0900 CST to 1700 CST.

● Basic support is limited to 5 hours per annum for the Starter, Standard, and Professional editions, and 15 hours per annum for Enterprise edition, and each ticket will constitute a minimum of 15 minutes.

● Questions that may be useful to others and that do not appear to contain sensitive information may be anonymized and published in the user guide for others to see.

● Should support assistance exceed what is provided through Basic Support, an Extended Support contract will be required.

● Does not include retrieval of backup database on cloud accounts in case of inadvertent data loss.

Support response and receiving updates to the product is contingent upon full payment of any subscription and/or maintenance payments that are due. 

Accounts hosted by COMPANY are updated automatically with the latest version (with or without notice). However, if CLIENT wishes to opt-out of updates, in order to keep CLIENT’s system stable, please let COMPANY know and COMPANY may be able to exclude CLIENT’s account from the periodic update service, on the condition that such an update does not compromise the security of performance of the Service. 

NOTE: A signed copy of these terms are available upon request.