LEGAL TERMS AND CONDITIONS

By accessing, using Performly’s Website and/or subscribing on any of the Online Service(s), You agree to comply with and be legally bound by these legal terms and conditions (hereinafter referred to as “Agreement”).

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

This Agreement may be subjected to changes from time to time at Performly's sole discretion and such changes shall be effective upon integrating on Performly’s Website, and accordingly, You are advised to refer back to this Agreement from time to time. Performly may notify You by the occurrence of any changes made to this Agreement upon You create an account on Performly’s Website. Performly disclaims any liability in the event You shall not receive such notice(s).

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 Performly’s Website, and\or subscription on the Online Service(s) shall be deemed as an acceptance of such changes.

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 and\or on Your account.

- Application: means the mobile application of (i) Performly intra and payroll and\or (ii) Performly Talent.

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

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

- Effective Date: means the subscription date of the Online Service(s).

- Force Majeure: means situations that Performly cannot prevent or control it and may affect the execution of its obligation. Force majeure includes with no limitation act of war, riot, revolution, cut off electricity, cut of internet, a ministerial decision that may interrupt the performance of Performly’s Website and\or the Online Service(s).

- 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 trade name, 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”

- Policies: means all the rules, terms and regulations issued by Performly and posted on Performly’s Website, including with no limitation privacy policy and intellectual property rights policy.

- Regulations: means all statutes, rules, GDPR regulation (if applicable), and other pronouncements having the binding effect of law of any applicable government authority, court, tribunal, legislative body.

- Report: means online report(s) exist on Performly’s Website and based on such report(s) the due charges of the Online Service(S) are calculated.

- “Subscription License(s)” means Your right to use the Online Services during a specific period against advance payment that cover each license provided to You, regardless it is an active license or inactive license.

- 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).

1. REGISTRATION

1.1 In order to create an account on Performly’s Website, You will need to provide Your Contact Information on https://performly.com/register to complete the online registration form.

1.2. Upon Your account is created on Performly’s Website, You shall be able to subscribe on any of the Online Service(s).

2. ONLINE SERVICE(S)

2.1 Performly shall use its highest professional standards in order to provide You with the Online Service(s) twenty-four hours a day and seven days a week.

2.2 Support: Performly shall use its highest professional standards to provide You the technical support as per https://performly.com/terms-and-conditions, provided that Performly cannot guarantee that all the technical issues will be resolved.

2.2.1 You must notify Performly at support@performly.com in order to get technical support.

2.3 Training: Performly may provide online training session(s) upon Your request for the purpose of transferring the knowledge of using the Online Service(s).

2.4 In the event You shall need to increase the number of Your Subscription License(s), You are required to send to Performly an email at support@performly.com specifying the number of the newly added Subscription License(s). The Effective Date of such new Subscription License(s) will be on its subscription date.

2.4.1 You shall not have the right to decrease the number of Your Subscription License(s) unless You notify Performly by Your desire before the starting of Your renewal term by a reasonable time, and such decrease will apply as of the renewal term.

3. YOUR OBLIGATIONS

3.1. You shall be entitled to cooperate and to provide Performly with the necessary assistance, data, information and materials that Performly need in order to provide You the Online Service(s) and support.

3.1.1 In the event of Your delays or non-performance of any of Your obligations, Performly may adjust any agreed timetable as reasonably necessary, and Performly shall not be liable for all consequences of such delay or non-performance.

4. REPRESENTATIONS AND WARRANTIES

4.1. If You are representing a corporate person, You hereby represent and warrant to Performly that:

4.1.1 You are not less than 18 years old; You are the authorized representative to bind such corporate person to this Agreement unless otherwise, You shall be fully liable of any consequences that may arise from such misrepresentation.

4.1.2 In respect to Performly’s Website and the Online Service(s), You hereby represent and warrant that (i) You shall not use Performly’s Website and\or the Online Service(s) to send any spam, virus, web bug, malware, or any other program that may or is intended to damage the operation of any hardware, software, or telecommunications equipment; (ii) You shall not have an unauthorized access to any account owned by a third party, to any Online Service(s) other than the Online Service(s) that You have subscribed on, or to any other part in Performly’s Website that You are not authorized to access; (iii) You shall notify Performly immediately of any unauthorized access to Your account on support@performly.com (iv)You shall not directly or indirectly, modify or attempt to discover the source code or know-how relevant to the Online Service(s) and\or Performly’s Website; (v) You shall not create derivative works based on the Online Service(s); (vi)You shall not use Performly’s Website and\or Online Service(s) for any unlawful purpose; (vii) You shall use the Online Service(s) solely for Your own use and the use of Your Active User, and You shall not resell or rent such Online Services(s) to any third party; (viii) You shall not obtain or attempt to obtain any materials or information through any means not intentionally made available by Performly; and\or (ix) You shall not institute, assist, or become involved in an attack against Performly server or otherwise attempt to disrupt Performly servers or undermine the legitimate operation of Performly.

4.1.3 In respect to Your Contact Information and Your Content, You represent and warrant that (i) You have all necessary rights, title, power and authority to own, operate, use or provide Your Contact Information and Your Content; (iii) Your Contact Information are true, accurate and You are not misrepresenting or impersonating Your Contact Information; (iv) Your Content shall not contain any Inappropriate Content and will not violate public policy and morals; (v) Your Content and Contact Information shall not constitute an infringement of any applicable laws and Regulations; (vi) You shall notify Performly immediately in the event of any changes to Your Contact Information at support@performly.com.

4.2 Performly reserves the right, at any time at its sole discretion, to (i) remove the Inappropriate Content; or (ii) suspend Your account and Your access to the Online Service(s), in the event of the occurrence of any of the following events:

- violating this Agreement and\or Policies;

- a valid order issued by a governmental, security or judicial authority;

- protecting Performly interest; or

- Performly believes that Your account is transmitting to Performly a Spam or virus.

4.2.1 In addition to sub-article (4.2) of the Agreement, Performly reserves the right to seek damages from You to the fullest extent permitted by law.

4.3 The performance of Your obligations and Performly’s obligations shall comply with all applicable Regulations and with the standard of care that is customary in the industry and You provide Performly Your acceptance to comply with the Regulations if required.

4.4 You hereby warrant and represent that You are responsible of (i) the privacy of Your password and the security of Your account; and (ii) all information and data on Your computer and other devices that belong to You (for example, by installing anti-virus software, password protecting Your files, and preventing third party access to Your computer).

4.5 You hereby warrant and represent that You are responsible of all actions made by Your Active User on Performly's Website and\or Your account.

5. INSERTING THE LINK OF PERFORMLY’S WEBSITE

5.1 It is not allowed to insert the link of Performly’s Website on Your website or on any third party’s website unless after Performly’s prior written consent. Performly don’t assume any liability relating to Your website or any third party’s website where the link of Performly’s Website is inserted, and such insertion doesn’t mean that Performly endorses Your website or third party’s website.

5.2 You are not allowed to use the link of Performly’s Website in order to (i) harm Performly’s reputation; (ii) use it in any advertising or publicity without Performly’s prior written consent; (iii) misrepresent Your relationship with Performly.

5.3 In order to get Performly’s prior written consent, You are recommended to send an e-mail to Performly at support@performly.com , and provide the following required information:

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

ii) Explaining Your reason to insert the link to Performly’s Website on Your website and providing any relevant proof.

iii) Specifying the time frame for using the link of Performly’s Website, the name of the website where the link of Performly’s Website will be inserted.

5.3.1 Performly is under no obligation to respond to Your email, and it may respond within 10 Working Days as of the receipt of Your email.

5.4 Performly reserves the right to cancel, at any time, its consent relating to the insertion of the link of Performly’s Website on Your website or third party’s website even after the provision of Performly’s consent.

6. THIRD PARTY’S WEBSITES

6.1 In the event Performly’s Website contains links related to third party’s websites, Performly does not assume any liability relating to Your access or use of such third party’s websites, and Your access and use to such third party’s website(S) will be at Your own risk. Such third-party’s websites are independent websites and their existence on Performly’s Website doesn’t mean that Performly endorses or encourages You to open them.

6.2 Performly reserves the right, at any time at its sole discretion, to remove such link to a third party’s website from Performly’s Website.

7. ADDITIONS

7.1 Performly reserves the right to remove or modify such Additions at any time and at its sole discretion.

7.2 You grant Performly the right to use, amend and exploit the Additions for Performly’s interest and to improve the Online Service, and such use, amend, and exploit will be free of charge.

8. TERM AND TERMINATION OF THE ONLINE SERVICE(S)

8.1 The term of the subscribed Online Service(s) shall begin on the Effective Date and shall continue for a period of one (1) year (“Term”). On the subscription date of the Online Service(s), Performly shall send You an email that specifies all the necessary information about the use of such Online Service(s).

8.1.1 The Term will be renewed automatically for additional term(s) unless You specify while Your subscription that the Term will not be renewed automatically, provided that all due payments must be paid in advance in order to keep the continuity of such renewal.

8.1.2 Before the end of each Term, the following will occur:

(i) Before the end of the Term\its renewal, Performly shall send You a reminder notification 14 days before the end of the Term under the form of an invoice that includes the due charges of the Term’s renewal, then 7 days before the end of the Term\its renewal, then 1 day after the “end of the Term\its renewal”, then 3 days after the end of the Term\its renewal.

8.2 You reserve the right to terminate the Term of the Online Service(s) or any of its renewal(s) by sending a written notice to Performly at billing@performly.com before the start of the renewal term by a reasonable time. Consequently, the Term will not be renewed.

8.3 Upon expiration or termination of the Term:

8.3.1. All Online Service(s) and technical support granted to You shall be ceased immediately.

8.3.2 You shall cease to use any Marks related to Performly.

8.3.3 Performly shall destroy all Your Content and Contact Information that were in Performly’s possession during the Term and its renewal, but Performly may retain them by virtue of law and\or for Performly’s business purposes.

8.3.4 The Expiration or termination shall not affect any rights or liability accrued between You and Performly prior to the date of expiration or termination and shall not affect any provision under this Agreement expressed to survive in the event of expiration or termination including with no limitation indemnity and limitation of liability, confidentiality.

9. PAYMENT TERMS

9.1 All payments under this Agreement shall be made in advance, non-refundable, and in United States Dollars using Your valid credit card.

9.1.1 In the event You shall fail to pay the due charges related to the Online Service(s) in advance, Performly shall not be liable to provide You with the Online Service(s) and reserves the right to suspend the provision of the Online Service(s) until You fully pay such due charges in advance.

9.1.2 In the event Your Term will be renewed automatically, the due charges of the Online Service(s) will be withdrawn automatically from Your credit card before the start of the renewal term.

9.2 Performly reserves the right to increase the charges of the Online Service(s) and it shall be effective upon it is posted in Performly’s Website. In the event You are renewing Your Term, the new charge of Online Service(s) shall be effective as of the start of the renewed term.

9.2.1 as an exception to sub-article (9.2), You acknowledge that the due charges related to the Online Service(s) may vary for reasons that include, differing amounts due to promotional offers, differing amounts due to changes in Your account, or changes in the amount of applicable sales tax, and You authorize Performly to bill You for such varying amounts during the Term\its renewal(s).

9.3 Performly shall grant You daily access to the Report(s) related to the Online Service(s). Such Report(s) shall be used for the calculation of the due charges of the Online Service(s), and such calculation will be based on the total number of Subscription License(s) subscribed by You regardless it is an active license or inactive license.

9.4 In the event You shall need to increase the capacity of Subscription License(s), such increase shall require additional payment subjected to the same term’s price.

9.5 Each party (You and Performly) shall bear its own taxes, levies, and charges imposed by the competent authorities or laws in connection with this Agreement.

10. REFUND POLICY

10.1 Performly may provide, at its sole and absolute discretion, a prorated refund in respect of the remaining period of the Term\its renewal(s), upon the occurrence of any of the following events:

10.1.1 In the event Performly ceases to provide the Online Service(s) before the expiration of the Term\its renewal(s).

10.1.2 In the event You pay the due charges of the Online Service(s) without providing all the required documents and data that Performly may need in order to provide You the Online Service(s).

11. INDEMNITY, DISCLAIMER AND LIMITATION OF LIABILITY

11.1 You shall defend, indemnify and hold Performly harmless against all direct and indirect damages, liabilities, claims, penalty, loss, and expenses including with no limitation (cost of attorney) incurred by Performly in connection with any claim, court order or settlement that arise out of (i) Your breach or infringement to the Agreement and Policies; (ii) Your breach or infringement to a third party’s rights; (iii) Your negligence; (iv) any harm to Performly caused by Your account, Your Inappropriate Content or Contact Information; (v) any unlawful activities occur in Your account.

11.2 Performly shall notify You in writing of the action or claim upon it is raised.

11.3 The maximum amount of Performly liability arising out of or in connection with this Agreement and\or Policies shall not exceed the charges of the Online Service(s) received by Performly from Your side in the last three (3) months that come before the occurrence of liability.

12. INJUNCTIVE RELIEF

You acknowledge and agree that any violation or breach of the Agreement may cause Performly immediate and irreparable harm and damages. As a result, Performly has the right to immediately obtain preliminary injunctive relief (including, without limitation, temporary restraining orders) and seek permanent injunctive relief regarding any violation or breach of the Agreement.

13. DISCLAIMERS

13.1 All Online Service(s) are provided "as is" and "as available." Performly hereby expressly disclaims any representations or warranties of any kind, express or implied, including without limitation warranties of merchantability, fitness for any particular purpose, non-infringement of the Online Services. Performly does not warrant or make any representations to the security of Performly's Website or the Online Service(s). Performly does not warrant that (i) Performly's Website, (ii) the servers which make Performly's Website available, or (iii) electronic communications sent by Performly are free from viruses, error or any other harmful elements.

13.2 Performly makes no warranty that the results obtained from the use of the Online Service(s) will be effective, accurate, or reliable.

13.3 Performly shall not be liable toward You in respect of, including with no limitation : (i) direct, damage, loss, claims or expenses; (ii) indirect, consequential, loss of profit, loss of revenue, loss of opportunity, whether in Agreement, tort or any other legal theory, even if the possibility was reasonably foreseeable; (iii) any unauthorized access or use to Your account, Contact Information, Your Content or Your Online Service(s); (iv) any virus, bugs or any program that can harm Your account, Contact Information, Your Content or Your Online Service(s); (v) any Inappropriate Content or inaccurate Contact Information provided from Your side; (vi) any third party conduct; (vii) for any damage incurred by You as a result of Your misuse of the Performly’s Website and\or the Online Service(s); (viii) any permanent or temporary inaccessibility of Performly’s Website and\or Online Service(s) as a result of including with no limitation equipment malfunctions, application errors, infrastructure outage, routine or emergency maintenance, (ix) Your failure to execute a milestone required to access any of the Online Service(s); or (x) Force Majeure.

13.4 The use of the Online Service(s) or the downloading or other use through Performly's Website is done at Your own discretion and risk, and You will be solely responsible for any damage that may occur to Your computer system, loss of data, or other harm that results from such activities. Performly assumes no liability for any computer virus or other similar software code that is downloaded to Your computer from Performly's Website or in connection with any Online Service(s).

13.5 You agree that the Online Service(s) and\or Performly's Website will be updated and modified from time to time, and Performly may notify You by such updates and modifications. These updates and modifications may take the form of bug fixes, enhanced functions, new modules, changes in the user interface, or other forms.

14. MISCELLANEOUS

14.1 ASSIGNMENT: You shall not assign Your account, Your Online Service(s) and\or any of Your rights and obligations under the Agreement and\or Policies to a third Party unless after Performly's prior written consent.

14.1.1 Performly reserves the right to assign at any time its rights and obligations under the Agreement and Policies to any third Party at its sole discretion and without Your consent.

14.2 WAIVE: Your failure to exercise any obligation or remedy contained in this Agreement, shall not constitute a waiver for such obligation remedy. None of the terms of this Agreement shall be deemed to have been waived unless such waiver is in writing and signed by Performly.

14.3 SEVERABILITY: If any provision under the Agreement and\or Policies is held by a court or other competent authority to be invalid or unenforceable in whole or in part, such provision will be interpreted or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision, and the validity of the other provisions of the Agreement and\or Policies shall not be affected.

14.4 NOTICES: All notice shall be legally effective and enforced when it will be addressed as indicated below:

-Performly: https://performly.com/contact-us

-Your E-mail address: the e-mail address that You shall insert in the registration form (it is Your responsibility to ensure that Your email address and any other Contract Information You provide to Performly is updated and correct). In the event of any changes, You shall notify Performly on support@performly.com

14.5 UPDATE OF INFORMATION

In the event You need to update or modify Your Contact Information or any other information provided you’re your side to Performly, You are requested to send an email to support@performly.com.

14.6 FORCE MAJEURE: Any delay or failure in Performly’s performance hereunder shall be excused if and to the extent caused by the occurrence of a Force Majeure.

14.7 GOVERNING LAW AND JURISDICTION: This Agreement shall be governed, interpreted by, and construed in accordance with the law of Delaware, United States of America. The Courts of Delaware shall be the sole competent courts to settle any disputes arising out of this Agreement.

14.8 PARTIES’ RELATIONSHIP: This Agreement shall not create any joint venture or partnership agreement between You and Performly. You and Performly are independent party and neither You nor Performly can represent the other party in front of a third party unless otherwise indicated under the Agreement and\or Policies.

14.9 ENTIRE AGREEMENT: The Agreement, e-mail(s) sent by Performly to You, and the Policies are considered the entire agreement between You and Performly. The entire agreement governs Your access and use to Performly’s Website, the Application, and Your Online Service(s). Such entire agreement supersedes all prior agreements and policies between Performly and You, oral or written, relating to the subject matter hereof.

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