1. INTELLECTUAL PROPERTY RIGHTS POLICY

By accessing, using Performly’s Website and\or subscribing on the Online Service(s), You agree to comply with and be legally bound by this intellectual property rights policy (hereinafter referred to as “Policy”).

Your access, use to Performly’s Website and\or subscription on any of the Online Service(s) shall be deemed as an acceptance to this Policy. In the event You disagree to this Policy, You are advised to stop accessing, using Performly’s Website and\or subscribing on the Online Service(s).

This Policy may be subjected to changes from time to time and such changes shall be effective upon being integrated on Performly’s Website, and accordingly You are advised to refer back to this Policy from time to time. Performly may notify You by the occurrence of such changes upon You create an account on Performly’s Website. Performly disclaims any liability in the event You don’t receive Performly’s notice.

In the event You disagree to such changes, Your sole remedy is to stop accessing, using Performly’s Website and\or subscribing on the Online Service(s). Your continuous access, use to Performy’s Website and\or subscribing on the Online Service(s) shall be deemed to be an acceptance from Your side of such changes.

To the extent that this Policy may differ with the Agreement, this Policy shall prevail.

1. DEFINITIONS

- Active Users: means Your employee(s) who are using the Online Service(s), including White Collar and\or Blue Collar.

- Additions: means any feedback, ideas, invention, recommendations, post, suggestions or comments added by You or by any third party on Performly’s Website or on Your account.

- Agreement: means the document related to the legal terms and conditions which is posted on Performly’s Website.

- Blue Collar: means an Active User who is a working-class person performing manual/physical work.

- Communications: means all information that You give to Performly in any way, including with no limitation email, telephone or other communications.

- Contact Information: means any information that identifies You that include with no limitation Your name, email address.

- Inappropriate Content: means unlawful data, obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, and blasphemous content inserted from Your side.

 - Marks: means including with no limitation tradename, trademarks, copyright, logo, designs, whether registered or not registered, know-how, domain name.

- Online Service(s): means the online service(s) that You subscribe on them through Performly’s Website which are as follow:

(i) Intra and payroll;

(ii) Intra; and\or

(iii) Talent.

- Performly: means Performly International, Inc.

- Performly’s Website: means the website of Performly International, Inc. “www.performly.com” 

- White Collar: means an Active User who is working in an office or other professional environment. 

- Working Day: means from Sunday to Thursday unless official holidays as per Egyptian calendar.

-  You: means the person, firm or company who access, use Performly’s Website and\or subscribe on any of the Online Service(s) (hereinafter referred to as “You” or “Your”).

- Your Content: means all information, data and documents related to You and to Your Active Users including with no limitation all financial information or images that You add on the Online Service(s). 

2. TERMS AND CONDITIONS

2.1 Performly retains all rights, titles and interest in Performly’s Marks, Performly’s Website, and Online Service(s). Nothing under the Agreement or this Policy shall be interpreted as an ownership transfer of any of Performly’s intellectual property rights to You, expressed or implied, which shall remain the sole property of Performly.

2.2 You retain all rights, titles and interest in Your Marks, Your Contact Information, Your Communications, and Your Content. Consequently, You are responsible how Your Content is classified, accessed, exchanged or otherwise processed when using the Online Service(s).

2.2.1 You assign to Performly all intellectual property rights related to the Additions. Consequently, Performly reserve the right to use, amend and exploit the Additions at its sole discretion and at any time.

2.2.2 You grant Performly royalty free, irrevocable and non-exclusive license to use Your tradename, trademark and\or logo on Performly’s portfolio and Performly’s advertising at any time. 

2.2.3 Performly reserves the right to provide Your Content, Your Contact Information and Your Communications to any governmental, security or judicial authority, if applicable.

2.3 You are not allowed to use Performly’s Marks unless You get Performly’s prior written approval.

2.4 After getting Performly’s prior written approval, You acknowledge that (i) Performly’s Marks belong solely to Performly and You shall not take any action which is inconsistent with Performly ownership; (ii) You shall insert Performly’s Marks in an appropriate way, keeping the same spelling, same design and same color, as received from Performly, without any changes; (iii) You shall not misrepresent Performly’s relationship with You or harm Performly’s interest; (iv) You shall not incorporate or use Performly’s Marks with Your Marks in order to create a new product or any new entity; (v) You shall not create any Marks similar to Performly’s Marks, even with different design, different spelling, abbreviation or making any modifications, just to avoid any confusion that may arise to a third party; (vi) You are not allowed to breach or infringe any third party’s intellectual property rights; (vii) You shall not mislead, defamatory, or infringe Performly’s Marks; (viii) the use of Performly’s Marks is solely a reference to Performly and it will not misrepresent Performly’s relationship with You; (ix) the use of Performly’s Marks does not mean that Performly endorses You towards any third party;

2.5 Performly shall have complete discretion to evaluate Your use and to decide whether Your use is violating or not.

2.6 You shall indemnify Performly against all direct and indirect damages, liabilities, claims, loss and expenses (including with no limitation cost of attorney) incurred by Performly as a result of (i) Your breach or infringement to this Policy; (ii) Your breach or infringement of Performly’s Marks and\or a third party’s rights; (iii) Your negligence; (iv) an Inappropriate Content or any other data provided from Your side; and\or (v) any illegal activity that occur in Your account.

2.7 In the event You shall not be comply with this Policy, it shall be deemed a breach, and Performly reserves the right to suspend Your use and access to Your account at any time.

2.8 In order to get Performly’s approval to use Performly’s Marks, You are recommended to send an e-mail to sales@performly.com, providing the following required information:

i) Your exact name, capacity, telephone, e-mail address and location (City/Country).

ii) Explaining the reason of using Performly’s Marks (advertising, conference …etc) and providing te relevant proofs.

iii) Specific description of materials in which Performly’s Marks shall appear.

iv) Specifying the time frame of using Performly’s Marks, the territory where the Marks shall be used, and all details related to Your usage to Performly’s Marks. 

2.8.1 Performly may respond within 10 Working Days, but Performly is under no obligation to respond.

2.9 In the event You have a complaint related to Your intellectual property rights on Performly’s Website, You are requested to submit a complaint at sales@performly.com

2.10 Performly will forward Your complaint to the concerned person in order to settle such complaint. Your complaint must include the following:

i) Your exact name, capacity, telephone, e-mail address and location (City/Country).

ii) Providing proof either You are the owner or the authorized representative of the infringed intellectual property rights.

iii) Describing the complaint in detail and providing the proofs that support Your complaint.

2.10.1 Until reaching a final decision in respect of the complaint, it shall be at Performly’s sole discretion either to keep or remove such disputed intellectual property right from Performly’s Website.