These Terms of Service (“Terms”) constitute a legally binding agreement between the customer entity accepting these Terms (“Customer”, “you”, “your”) and INNOWORK Technologies Inc. and/or BLACK CUBE SOLUTIONS FZCO, together with their subsidiaries and affiliates (“INNOWORK”, “we”, “us”, “our”). These Terms govern your access to and use of the INNOWORK software platform, applications, websites, and related services (collectively, the “Services”).

By accessing or using the Services, you represent that you have the authority to bind the Customer and agree to be bound by these Terms.

1. DEFINITIONS

For the purposes of these Terms, “Authorized Users” shall mean employees, consultants, agents, and contractors of the Customer who are authorized by the Customer to access and use the Services. “Customer Data” shall mean all data, content, information, records, and materials submitted, stored, processed, or generated by or on behalf of the Customer through the Services. “Platform” shall mean INNOWORK’s cloud-based software-as-a-service solutions, including workforce intelligence systems, learning platforms, assessment tools, performance management solutions, analytics dashboards, artificial intelligence features, and any associated documentation. “Subscription Term” shall mean the period during which the Customer has paid for access to the Services, whether on a monthly or annual basis.

2. SERVICES PROVIDED

INNOWORK provides enterprise human capital & performance management technology solutions through its cloud-based Platform, which may include

• LMS Platform
• Advanced LMS Platform (Starter)
• LXP Pro (Learning Experience Platform) (Essential)
• Future Role Learning -Succession Plan and Career Journey Platform (Plus)
• Capacity Building & Workforce Intelligence Platform (Pro)
• Appraisal Platform (Ignite)
• Open Feedback System (Pulse)
• Strategy Execution -Balanced Scorecard (Accelerate)
• Dynamic Performance Management Platform (Apex)

INNOWORK reserves the right to modify, enhance, update, or discontinue any aspect of the Services from time to time in the ordinary course of business, provided that such modifications do not materially reduce the core functionality of the Services during an active Subscription Term.

3. ACCOUNT REGISTRATION AND RESPONSIBILITY

The Customer shall be responsible for creating and maintaining accurate account information and for ensuring that all Authorized Users comply with these Terms. The Customer shall safeguard all login credentials and shall immediately notify INNOWORK of any unauthorized access or security breach. All actions taken through the Customer’s account shall be deemed to have been taken by the Customer, and the Customer shall remain fully responsible for such activities.

4. LICENSE GRANT AND ACCEPTABLE USE

Subject to timely payment of all applicable fees, INNOWORK grants the Customer a limited, non-exclusive, non-transferable, and revocable right to access and use the Platform solely for the Customer’s internal business operations during the Subscription Term.

The Customer shall not copy, modify, distribute, sell, sublicense, lease, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform.

The Customer shall not use the Services to develop or offer competing products or services, circumvent technical restrictions, or upload any unlawful, harmful, or infringing content. INNOWORK reserves the right to suspend or terminate access in the event of violation of these Terms.

5. INTELLECTUAL PROPERTY RIGHTS

All rights, title, and interest in and to the Platform, including all software, algorithms, artificial intelligence models, user interfaces, documentation, enhancements, updates, trademarks, and derivative works, shall remain the exclusive property of INNOWORK. Except for the limited usage rights expressly granted herein, no intellectual property rights are transferred to the Customer. The Customer retains ownership of its Customer Data. INNOWORK may use anonymized and aggregated data derived from the Services for analytics, benchmarking, research, and service improvement purposes.

6. DATA PRIVACY AND SECURITY

INNOWORK shall process Customer Data solely for the purpose of providing and improving the Services and in accordance with applicable data protection laws, including the General Data Protection Regulation (GDPR) where applicable. INNOWORK shall implement commercially reasonable administrative, technical, and organizational security measures to protect Customer Data against unauthorized access, loss, or disclosure. The Customer represents that it has obtained all necessary consents and lawful grounds for processing any personal data submitted through the Services.

7. FEES, BILLING, AND PAYMENT TERMS

The Customer agrees to pay all subscription fees and any additional charges as specified in the applicable Order Form or pricing schedule. All subscriptions are provided on a prepaid basis and must be paid in advance prior to activation or continuation of access to the Services. The Customer authorizes INNOWORK to automatically charge the designated payment method at the beginning of each billing cycle or pay-in-advance through wiretransfer to BLACK CUBE SOLUTIONS FZCO bank account.

For monthly subscriptions, the Customer may cancel at any time prior to the start of the next billing cycle, in which case the cancellation shall take effect at the end of the current billing period. If the Customer fails to cancel before the billing cycle commences, the applicable monthly fee shall be charged automatically, and cancellation shall take effect from the following month. All monthly fees once charged are non-refundable.

For annual subscriptions, the Customer must submit a written cancellation request at least fifteen (15) days prior to the expiration of the current Subscription Term in order to avoid renewal. If cancellation is not submitted within this period or if a renewal invoice has been issued, the Customer agrees to either pay an early termination charge equal to six (6) months of the applicable subscription fees or, where renewal has commenced, pay the full annual renewal fee for the active users and subscribed modules.

All fees are non-refundable except as required by mandatory applicable law. Fees are exclusive of value-added tax, sales tax, withholding tax, or similar governmental charges, which shall be borne by the Customer.

8. SERVICE AVAILABILITY AND SUPPORT

INNOWORK shall use commercially reasonable efforts to provide the Services with an annual uptime target of 99.5%, excluding scheduled maintenance and force majeure events. Standard customer support services are included with subscriptions, and enhanced service level agreements may be offered separately.

9. CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of all non-public business, technical, and proprietary information disclosed by the other Party in connection with the Services. Confidential information shall not be disclosed to third parties except as required by law or as necessary for performance of these Terms.

10. WARRANTIES AND DISCLAIMERS

The Services are provided on an “AS IS” and “AS AVAILABLE” basis. INNOWORK makes no warranties of uninterrupted operation, error-free performance, business outcomes, or fitness for any particular purpose. To the maximum extent permitted by law, all implied warranties are disclaimed.

11. LIMITATION OF LIABILITY

To the fullest extent permitted by applicable law, INNOWORK shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including loss of profits, data, or business opportunities. INNOWORK’s total aggregate liability under these Terms shall not exceed the total subscription fees paid by the Customer in the twelve (12) months preceding the event giving rise to the claim.

12. INDEMNIFICATION

The Customer agrees to defend, indemnify, and hold harmless INNOWORK and its officers, directors, employees, and affiliates from any claims, damages, losses, and expenses arising out of the Customer’s misuse of the Services, violation of law, or infringement of third-party rights.

13. TERM AND TERMINATION

These Terms shall remain in effect for the duration of any active Subscription Term. INNOWORK may suspend or terminate access to the Services for material breach of these Terms. Upon termination, all rights to use the Services shall cease immediately. All fees paid shall remain non-refundable.

14. FORCE MAJEURE

Neither Party shall be liable for failure or delay in performance caused by events beyond reasonable control, including acts of government, natural disasters, labor disputes, war, or internet outages.

15. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by and construed in accordance with the laws of Dubai, United Arab Emirates. Any dispute arising out of or in connection with these Terms shall be finally resolved by arbitration under the Dubai International Arbitration Centre (DIAC) Rules, with the seat of arbitration in Dubai and proceedings conducted in English.

16. MODIFICATIONS

INNOWORK reserves the right to amend these Terms from time to time upon reasonable notice. Continued use of the Services after such amendments constitutes acceptance of the revised Terms.

17. CONTACT INFORMATION

If you have any query, please e-mail us at customer-support@innowork.com

Last Updated: 30th Dec 2024