盛星科技股份有限公司(下稱「本公司」)係依據本服務條款提供GoFace(https://www.goface.me/)服務(下稱「GoFace」)。當您使用GoFace時,即表示您已閱讀、瞭解並同意本服務條款之所有內容。您應為當地法令所規定具備完全行為能力之自然人或法人用戶;若您並非完全行為能力人,請立即停止使用GoFace。本公司有權於任何時間修改或變更本服務條款之內容,您於任何修改或變更後繼續使用GoFace,即視為您已閱讀、瞭解並同意接受該等修改或變更。若不同意上述服務條款修訂方式,或不接受本服務條款任一規定,您應立即停用GoFace服務。
為了能使用GoFace,您同意以下事項:
關於您的會員註冊以及其他特定資料依GoFace 「隱私權政策」受到保護與規範。當您使用本服務時,您同意GoFace依據「隱私權政策」進行個人資料的蒐集與利用。
完成GoFace的會員註冊程序之後,您將收到一組密碼及帳號。維持密碼及帳號的機密安全,是您的責任。由於網際網路資料的傳輸特性,本公司絕不會經由電話或電子郵件中詢問您的密碼。您並同意以下事項:
您承諾絕不為任何非法目的或以任何非法方式使用GoFace,並承諾遵守台灣相關法規及一切使用網際網路之國際慣例。您若係台灣以外之使用者,並同意遵守所屬國家或地域之法令。您同意並保證不得利用GoFace從事侵害他人權益或違法之行為,包括但不限於:
GoFace於以下情形,有權可以停止或中斷提供服務:
您於使用GoFace時宜自行採取防護措施。本公司對於您因使用或無法使用GoFace而造成的損害,不負任何賠償責任。
您同意本公司可隨時修改、中斷、暫停或永久終止GoFace服務之全部或一部。如依法律或其他相關規定須為通知時,您同意本公司得選擇最適之方式通知您。
本公司提供於GoFace之新註冊會員免費試用期,試用期起始日為自您成功啟用帳號當日開始計算。於試用期間內,您可自由使用GoFace所有服務,不需負擔任何費用。而試用期過後,本服務將在確認續租意願與簽約時收取年費。如您未與我們續約並支付年費,本公司將有權自動停用您的帳號。免費試用服務僅對新註冊之會員有效,已註冊且試用過GoFace服務的會員則不再享有此權利。
您在GoFace中瀏覽到的所有廣告內容、文字與圖片之說明、展示樣品或其他銷售資訊,均由本公司合作夥伴所設計與提出。您對於廣告之正確性與可信度應自行斟酌與判斷。 本公司僅接受委託予以刊登,不對前述廣告負擔保責任。
本公司可能會提供連結至其他網站或網路資源的連結,您可能會因此連結至本公司合作夥伴經營的網站,其網站均由各該業者自行負責,不屬本公司控制及負責範圍之內。 您並同意本公司無須為您連結至非屬於本公司之網站所生之任何損害,負損害賠償之責任。
對於您上傳、傳送、輸入或提供之資料,您同意GoFace得於合理之範圍內蒐集、處理、保存、傳遞及使用該等資料,以提供使用者其他資訊或服務、或作成會員統計資料、或進行關於網路行為之調查或研究,或為任何之合法使用。若您無合法權利得授權他人使用、修改、重製、公開播送、改作、散布、發行、公開發表某資料,並將前述權利轉授權第三人,請勿擅自將該資料上傳、傳送、輸入或提供予GoFace。任何資料一經上傳、傳送、輸入或提供至GoFace時,視為您已同意GoFace無條件使用、修改、重製、公開播送、改作、散布、發行、公開發表該等資料,並得將前述權利轉授權他人。 您並應保證GoFace使用、修改、重製、公開播送、改作、散布、發行、公開發表、轉授權該等資料,不致侵害任何第三人之智慧財產權, 否則應對本公司負損害賠償責任(包括但不限於訴訟費用及律師費用等)。
GoFace所使用之軟體或程式、網站上所有內容,包括但不限於著作、圖片、檔案、資訊、資料、網站架構、網站畫面的安排、網頁設計、會員內容等, 均由本公司或其他權利人依法擁有其智慧財產權,包括但不限於商標權、專利權、著作權、營業秘密與專有技術等。 任何人不得逕自使用、修改、重製、公開播送、公開傳輸、公開演出、改作、散布、發行、公開發表、進行還原工程、解編或反向組譯。若您欲引用或轉載前述軟體、程式或網站內容, 除明確為法律所許可者外,必須依法取得本公司或其他權利人的事前書面同意。尊重智慧財產權是您應盡的義務,如有違反,您應對本公司負損害賠償責任(包括但不限於訴訟費用及律師費用等)
您不得:(i) 刪除GoFace的任何部分中的任何著作、商標或其他所有權聲明;(ii) 重製、修改、創作衍生作品、分發、許可、出租、出售、轉售、轉讓、公開展示、公開演示、傳輸、串流、廣播或以其他方式利用GoFace,除非本公司 明確允許;(iii) 反編譯、反向工程或拆解GoFace,除非適用法律允許;(iv) 連結、鏡像或偽造GoFace的任何部分;(v) 致使或啟動任何程式或腳本,以截取、索引、測量GoFace的任何部分或以其他方式進行資料挖掘,或過度妨礙本服務的任何方面的營運及/或功能或加重其負擔;或 (vi) 試圖在未經授權的情況下存取或減損GoFace的任何方面或其相關系統或網路。
因您不當使用GoFace、違反本服務條款或侵害其他人任何權利所衍生或導致任何第三人為索賠、損害、義務、損失、責任、成本或債務及支出時,您同意在法律允許的最大限度內,賠償且使本公司及其管理人員、董事、受雇人、合夥人、授權人和代理人等不受損害。本抗辯和補償義務在本服務條款和您使用GoFace期間以及之後持續有效。
本公司對於(1)您因使用或信賴GoFace;或(2)您因無法存取或使用GoFace;或(3) 您與任何第三人之間的任何交易或法律關係,前揭原因所導致的任何損害,不負任何賠償責任。
您同意本公司得依其判斷因任何安全之考量,包含但不限於帳號於一定期間內無活動、無法預期之技術或安全因素或問題、您所為詐欺或違法行為、未依約支付費用, 或其他本公司認為您已經違反本服務條款的明文規定及精神,於通知或未通知的情況下,隨時終止或限制您使用GoFace之全部或一部,並將您的帳號加以移除並刪除。 此外,您同意若GoFace之使用被終止或限制時,本公司對您或任何第三人均不承擔責任。
本服務條款之解釋與適用,以及與本服務條款有關之爭議或糾紛,應依照台灣法律予以處理,並以台灣台北地方法院為第一審管轄法院,但若法律對於管轄法院另有強制規定者,仍應依其規定。
更新於 2023/01/01
This Terms of Service agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Astra Inc, a company doing business as GoFace, and its subsidiaries and affiliates (collectively, “GoFace”). This Agreement contains the terms and conditions that govern the use GoFace’s HR Platform (the “Platform”). GoFace directly, and through its website (https://www.goface.me) and the associated domains thereof (the “Site”), offers customers the products and services (as such may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement.
GoFace provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which GoFace may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby.
In order to receive any Service, User must be enrolled in one of the following plans (each, a “Service Plan”), which coincides with User’s Plan Selection or Service Plan access by (i) clicking the applicable button to indicate User’s Service Plan choice (the “Plan Selection”); (ii) clicking the applicable button to indicate User’s acceptance of this Agreement (in the event that User is already enrolled in a Service Plan); or (iii) accessing or using the Services. By taking any of the aforementioned actions, User agrees to be bound by the applicable Service Terms as of the time that such action occurs.
User agrees to pay the fees for the Services in accordance with the applicable fee schedules, and User authorizes GoFace to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar month or year in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not access the Services in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. Fees for the Services will be billed to User and debited from User’s Bank Account on a monthly or annual calendar basis, in arrears. Notwithstanding the foregoing, GoFace may invoice User for any applicable, outstanding fees, and User shall pay such invoice within thirty (30) days of receipt thereof via money transfer, check, or any other payment method GoFace may deem acceptable in its sole discretion. All fees are non-refundable. User agrees to reimburse GoFace for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. GoFace may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
GoFace reserves the right to change the fees for its Services from time to time. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. If GoFace is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law.
GoFace may offer several Service Plans with varying features and fee schedules, as well as add-on services that User can choose to opt into for additional fees, unless otherwise stated. Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://www.goface.me/pricing. User may request to change User’s Service Plan via the Platform.
If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan.
If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month or year following the calendar month or year in which User elected to downgrade (the “Downgrade Election Month/Year/Year”). User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month/Year/Year. After the Downgrade Election Month/Year, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month/Year, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month or year following the Downgrade Election Month/Year and for each calendar month or year thereafter for so long as User is subscribed to the New Downgrade Plan.
To use the Platform, User must have an account with GoFace (an “Account”). User hereby authorizes GoFace to obtain and store User’s Account information as necessary to make the Platform available to User.
User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law.
Please refer to GoFace Privacy Policy for information on how GoFace collects, uses, and discloses information from Users. User acknowledges and understands that GoFace may collect, use, and disclose User’s information pursuant to GoFace Privacy Policy, as it may be updated from time to time.
Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations.
User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.
User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that GoFace reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs GoFace to take on its behalf.
In addition, User is solely responsible for (i) following instructions that GoFace provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User.
User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify GoFace. GoFace reserves the right to prevent access to the Services if GoFace has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.
User is responsible for timely providing GoFace with the information required for GoFace to perform the Services. User may furnish such information directly to GoFace or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to GoFace that for any information that User shares with GoFace, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to GoFace, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify GoFace, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to GoFace.
In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by GoFace (or otherwise made available to User by GoFace) for User’s review, and User or its Account Administrators or Authorized Representatives must notify GoFace of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from GoFace.
User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify GoFace of any third-party notices that User may receive which could affect GoFace’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or GoFace in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services.
User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to GoFace by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Complete Payroll” or other buttons) or otherwise (e.g., verbally telling a GoFace Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.
User gives GoFace permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. GoFace may ask for User’s name, address, date of birth, NRIC number, and other information that will allow GoFace to identify User. GoFace may also ask to see User’s driver’s license or other identifying documents. User consents to and authorizes GoFace to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others. GoFace may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, GoFace is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons.
Through the Platform, User will be able to elect to receive services from partners of GoFace (each such service, a “Third-Party Service,” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. GoFace is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. If User elects to receive a Third-Party Service, User authorizes GoFace to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to GoFace in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to GoFace and for GoFace to provide it to Partners, and that GoFace’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing GoFace to submit User’s Shared Information to a Partner, User has waived and released any Claim against GoFace and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.
The Platform and the Services may contain links to third-party websites or resources. GoFace provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources.
User Content and Licenses Granted
User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that GoFace provides to User via the Services shall constitute GoFace Content (as defined below) hereunder. GoFace does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to GoFace a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant GoFace the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and GoFace has the right to remove User Content from the Platform in accordance with Section 14. User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. GoFace is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
GoFace’s Intellectual Property Rights
“GoFace Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by GoFace, other than User Content. User Content and GoFace Content shall be collectively referred to herein as “Content.” GoFace and its licensors exclusively own all worldwide right, title, and interest in and to the GoFace Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“GoFace IP”). User acknowledges that the Platform, Services, and GoFace Content are protected by copyright, trademark, and other laws of Taiwan, Japan, Singapore, Indonesia and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or GoFace Content. This Agreement does not convey any proprietary interest in or to any GoFace IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or GoFace Content (“Feedback”) is given entirely voluntarily and GoFace will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to GoFace in response to any surveys GoFace conducts, through any available technology, about User’s experience.
Subject to User’s compliance with this Agreement, GoFace grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download GoFace Content solely in connection with User’s permitted use of the Platform for User’s own behalf.
By providing User’s mobile phone number to GoFace, User agrees that GoFace may send User autodialed Short Message Service (“SMS”) or Multimedia Messaging Service (“MMS”) messages about activity in User’s Account and service updates, as well as SMS or MMS messages soliciting User’s feedback about the Services and User’s experience interacting with GoFace Customer Care team. Standard message and data rates may apply. Note that GoFace will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. If User would like to opt out of receiving SMS and MMS messages, User should contact support@goface.me.
User agrees not to take any of the following actions:
Although GoFace is not obligated to monitor access to or use of User Content or to review or edit any User Content, GoFace has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. GoFace reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if GoFace, at GoFace’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
GoFace has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that GoFace believes could affect the Platform, Services, or Content, including violations of this Agreement. GoFace may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
GoFace may provide an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.
While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and GoFace has no responsibility or liability with respect to such matter.
GoFace has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.
GoFace makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE TAIWAN, JAPAN, SINGAPORE AND INDONESIA LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.
GoFace makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.
The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. USER ACKNOWLEDGES AND AGREES THAT GOFACE IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK.
User’s use of the Platform, Services, and Content is entirely at User’s own risk. GoFace is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by GoFace via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. User should consult a professional that is trained or licensed in the relevant area if User needs such assistance.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND GOFACE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GOFACE. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOFACE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, GOFACE MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GOFACE CONTENT IN OR LINKED TO THE SERVICES. GOFACE CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. GOFACE DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GOFACE CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, GOFACE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE STATE OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION.
If any error results, whether directly or indirectly, from GoFace’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that GoFace reasonably believes to be User, an employee or an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then GoFace will attempt to correct the Resulting Error, but GoFace makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.
GoFace does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and GoFace will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.
GoFace works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.
User will indemnify and hold harmless GoFace and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s gross negligence, fraudulent activity, or willful misconduct; (vii) GoFace’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (viii) actions or activities that GoFace or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that GoFace or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (ix) GoFace’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow GoFace’s instructions with respect to the Services.
GoFace is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, GoFace with information necessary for its provision of Services; (iv) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (v) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vi) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (vii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (viii) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (ix) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow GoFace’s instructions with respect to the Services.
NEITHER GOFACE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR GOFACE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GOFACE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL GOFACE’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO GOFACE FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GOFACE AND USER.
If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against GoFace or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim.
The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account. GoFace may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. In addition to GoFace’s foregoing termination right, GoFace may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) GoFace has any reason to suspect or believe that User may be in violation of this Agreement; (ii) GoFace determines that User’s actions are likely to cause legal liability for or material negative impact to GoFace; (iii) GoFace believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) GoFace has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within thirty (30) days of GoFace providing User with notice of the non-payment; or (v) while GoFace strives to support a multitude of business and organization types, in certain unique situations, if GoFace cannot support the payroll-related filings for User’s business or organization type, GoFace may immediately terminate the Services and this Agreement upon written notice to User.
The termination of any of the Services or this Agreement will not affect User’s or GoFace’s rights with respect to transactions which occurred before termination. GoFace will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to GoFace’s termination of this Agreement. Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded.
updated by 2021-07-07
Astra Inc.(以下「当社」という。)が提供する「GoFace」(https://www.goface.me/)(以下「GoFace」という。)の利用に関する条件等について、以下の利用規約を定めるものとします。GoFaceを利用するお客様は、本規約を承諾したものとみなし、以下の規約に遵守し、同意した上で利用しなければならない。当社は、必要に応じて、本規約を随時変更・改定することができることとします。お客様の皆様に個別通知することは致しかねますので、ご利用の際には、随時、最新の利用規約を参照ください。お客様が本規約の変更後もGoFaceの利用を継続している場合、当該お客様は、変更後の本規約に同意したものとみなされます。お客様は、本規約の変更方式や内容に同意しない場合には、 直ちにGoFaceの利用を中止するものとします。
GoFaceの利用を希望するお客様は、下記の事項を同意することにより、利用の登録を申請することができます。
1. 登録申請は、当社所定のフォーマットに従い、お客様の正確、完全かつ最新の情報を当社へ同意の上、提供するものとします。
2. 当社に対し、虚偽の情報を提供したとき、当社はお客様のアカウントの利用を認めない、または利用を停止する等の制限を行う場合があります。当該お客様のGoFaceの全部又は一部の利用を禁止することができるものとします。
お客様の登録情報またはその他の特定情報は、当社のお客様情報の取扱規定「GoFaceプライバシーポリシー」のもとで保護されます。お客様が、GoFaceサービスをご利用いただいた場合、GoFaceプライバシーポリシーに基づき個人情報の収集と使用に同意したものとみなします。
当社はユーザー登録を行ったお客様に対してユーザーIDとパスワードを発行します。お客様は、自己の責任において,ユーザーIDおよびパスワードを管理するものとします。また、当社は事前にお客様の同意を得ることなしし、Eメールや電話を通じてパスワードを調査するることは致しません。
1. お客様はユーザーID及びパスワードの盗難、又はその他のセキュリティ問題が発生した場合、直ちにその旨を当社に連絡するものとします 。
2. ID・パスワード及びユーザー権利はお客様本人のみが利用できるものとし、第三者に譲渡または貸与し,もしくは第三者と共用することはできません。当社は,ユーザーIDとパスワードの組み合わせが登録情報と一致してログインされた場合には,そのユーザーIDを登録しているユーザー自身による利用とみなします。またユーザーID及びパスワードを利用して行われた行為の責任は、そのIDを保有しているユーザーの責任とみなし、当社は一切の責任を負わないものとします。
お客様はGoFaceの不正利用または違法行為しないことを承諾し同意するものとします。またGoFace利用に当たり、台湾の関連諸法令及び関係する国際条約に従うものとします。海外からGoFaceを利用する場合、お客様は居住国の法律にも従うものとします。 お客様はGoFace を利用する際に以下に挙げる内容を含み(ただし必ずしもこれらに限定されない)、GoFaceや第三者の権利を侵害しないことと犯罪行為をしないことを同意し、保証するものとします。
1. 誹謗中傷、侮辱、脅迫的、攻撃的、下品、猥褻、事実と公序良俗に反するまたその他の法令・法律等に違反する文字、写真、いかなる形式のデータをGoFaceサービスでアップロード、投稿、掲載、送信など
2. 当社(GoFace)または第三者の名誉、プライバシー、営業秘密、商標権、著作権、特許権、知的財産権、その他の権利を侵害する行為
3. 法律上または契約上秘密保持義務を負うことに違反すること
4. 他人の名義でGoFaceサービスの不正利用
5. ウイルスのアップロード、投稿、送信、配布
6. GoFaceの事前許可を得ていない商業利用、事実に反す情報を投稿すること
7. ジャンクメール、スパムメール、チェーンレター、違法なMLMメッセージや広告等を無断で送信、発信すること
8. その他当社が不適当と合理的に判断した行為
当社は、以下のいずれかに該当する場合には、事前に通知することなく、GoFaceサービスの停止又は中断することができるものとします。
1. GoFaceウェブサイト、システム、または電気通信設備の修繕保守等
2. GoFaceウェブサイト、システム、または電気通信設備において予期せぬ故障が発生した時
3. GoFaceウェブサイト、システムの利用している電気通信サービスの提供を停止することによりGoFaceサービスの提供を行うことが困難になった時
4.天災地変等不可抗力、または当社の責めに帰さない事由によりGoFaceサービスが提供できない場合
お客様がGoFaceサービスを利用する時、お客様は自らの責任において保全措置、保護措置を行うものとします。お客様はGoFaceサービスを利用する(利用できなかった)ことにより不利益や損害が発生したとしても、当社は損害賠償義務を含むGoFaceサービスの提供に係る責務を免れるものとします。
お客様が当社は随時、事前の通知なしにGoFaceサービス(全部又は一部)を変更、一時停止、中止する権利を留保することに同意します。法令上の要請や規定等がある場合、お客様が当社の定める方法によりお客様に通知することに同意します。
GoFaceサービスでは、当社が新規登録するお客様(利用登録者)に対して、無料お試し期間を提供する場合があります。無料お試し期間は登録完了から計算させて開始されます。お試し期間中はGoFaceの全サービスについて課金が発生しないので、ゆっくりとお試しできます。 無料お試し期間後、継続利用の確認が取れ次第、年間契約に移行し料金を請求いたします。年間契約が締結されていない場合、またはお支払いが確認できていない場合、当社はお客様のアカウントの利用を一時停止または終了する権利を保持します。GoFaceの無料お試しは新規登録者のみが対象となります。登録済み、または無料お試しをご利用いただいたことのある方は、無料お試しを再度ご利用いただくことはできません。
1. GoFaceサービスの内容、利用期間、利用料金、支払期限等について、当社または当社代理店が決定し、お客様に通知しますので、お客様は契約締結の際にご確認ください。当社または当社代理店は、お客様に通知することにより、利用料金を変更または追加すること等があります。当社は利用料金の改定、適用日、請求費用等へ変更する権利を留保します。
2. 契約期間中にお客様はいつでもGoFaceサービスの利用を中止することができます。但し、GoFaceはクラウトベースのサービスのため、契約期間中にお客様の利用を停止した場合であっても、利用期間の計算は停止しません。また、当該契約に適用されている利用料全額を支払うものとし、日割り精算は行わないものとします。なお、お客様が前払いした利用料金は当社からの返金はないものとします。
3. お客様はGoFaceサービス利用にあたり、契約上に同意した支払方法に従い当社へ利用料金を支払うものとします。お客様が支払期日を経過してもGoFaceサービスの利用料金を支払わない場合、当社はお客様に対して、電話、電子メールもしくは書面にて一定の猶予期間を設定した上で支払いを求める催告などを行います。猶予期間を経過しても、利用料金のお振り込みがない場合には、当社は猶予期間満了日の翌日からGoFaceサービスを一時中断させることができます。また、一時中断があったときも、その期間中の利用料金の支払いを要します。当社は再び催告をして相当期間が経過してもお客様が利用料金を支払わない場合、GoFaceサービスを強制中止とさせていただきます。当社はお客様から提示した期限を過ぎた支払いがすべて支払われた証明を確認した後、まだ利用期間内であれば、二日間以内にGoFaceサービスを再開するものとします。
当社はGoFaceサービスに当社に掲載依頼をした第三者(提携パートナー)の広告を掲載することができるものとします。当社はそれらのコンテンツ(広告内容、文字、図面、マーケティング情報等)に起因または関連して生じた一切の損害についても賠償する責任は負いません。お客様は広告の内容の信頼性、正確性等について自身で判断し、自身の責任で利用するものとします。当社は一切の責任を負いません。 GoFaceサービス中から第三者(提携パートナー)が他のウェブサイトやリソースへのリンクを提供している場合があります。そのリンクを通じて、当該提携パートナーのウェブサイトをご利用される際には、当該リンク先の利用規約が適用され、当社では一切責任を負いません。又、お客様はリンクされた当社以外のウェブサイトやリソースをご利用される際によって発生したトラブルや損害賠償問題に関して、当社が一切その責任を負わない事に同意するものとします。
お客様は、当社がユーザー統計資料の作成、ユーザー行為の調査研究、法律に違反しない利用、またはその他の情報とサービスを提供するために、お客様からアップロード、送信、入力、提供した資料の収集、処理、保存、送信、使用する等の権利を当社に付与することに同意するものとします。 お客様は資料の使用、修正、複製、使用、放送、改造、配布、発行、公開発表等に関して他人に付与する権利を有さない、またはその権利を他人に付与した場合、当該資料をGoFaceにアップロード、送信、入力、提供しないことに同意するものとします。 任意の資料がお客様経由でGoFaceにアップロード、送信、入力、提供された後、GoFaceは当該資料を無条件で使用、修正、複製、放送、改造、配布、発行、公開発表等の権利が付与され、当該権利を他人に付与する権利を持っています。 お客様はGoFaceが当該資料の使用、修正、複製、放送、二次的著作物の作成、配布、発行、公開発表等の際に、第三者の知的財産権等を侵害していないことを保証するものとします。もし第三者の知的財産権等を侵害した場合、当該侵害によってGoFaceやGoFaceの関係会社が受けた損害を賠償するものとする(訴訟費用、弁護士その他専門家にかかる費用等を含みますが、これに限りません)。
GoFaceにおいて使用されるソフトウェア、プログラム、及びサービスやウェブサイト上にあるすべてのコンテンツ等(テキスト、画像、ファイル、情報、ウェブサイトの構成、ウェブ画面のレイアウト、ウェブページのデザイン、お客様コンテンツ等を限定なく素材)の知的財産権(商標権、特許権、著作権、営業秘密と専門技術等の知的財産権を含みますが、これらに限りません)は、当社または権利保有者の権利です。誰でも当該ソフトウェア、プログラム及びコンテンツ等を許可のない使用、修正、複製、公衆送信(送信可能化を含む)、公開演出、改造、配布、発行、公開発表、逆コンパイル、逆アセンブル、リバースエンジニアリング等をすることはできません。 お客様は当該ソフトウェア、プログラム及びコンテンツ等を引用・転載・転用等をしたい時、法律により認められる範囲を超えるご使用については、事前に当社または権利保有者にご連絡の上、当社または権利保有者の許諾を得てから行っていただくようお願い致します。お客様はと当社と第三者の知的財産権を尊重する義務を負います。 お客様が本規約に違反した場合、損害を賠償する責めを負うものとします(訴訟費用、弁護士その他専門家にかかる費用等を含みますが、これに限りません)。
お客様はGoFaceサービスにおいて不適切な使用、本利用規約の違反、または第三者の権利又は利益を侵害することによって生じるいかなる請求、損害、義務、損失、責任、費用、債務及び支出がある場合、その損害を賠償する責任を負うものとします。お客様は当社および当社の関連会社、マネージャ、役員、従業員、パートナー、譲受人、代理人の不利益等を与えないよう適用される法律で認められる最大賠償限度額で賠償することに同意するものとします。本抗弁と補償義務はGoFaceサービス利用効期間中は勿論のこと、利用契約が終了した後も有効に存続するものとします。
当社はお客様がGoFaceサービスの利用において以下のいずれかの事由があると判断した場を含みますがこれに限らず,ユーザーに事前に通知することなくGoFaceサービスの全部または一部の提供を停止または中断、またはお客様のアカウントを削除もしくは利用契約を解除することができるものとします。また、それによりお客様または第 三者が被った損害に関し、当社は一切の責任を負いません。 一定期間にわたりGoFaceサービスの利用がない場合 予期せぬ技術上または安全上の課題あるいは問題がある場合 お客様による詐欺、不正行為または違法行為への従事がある場合 利用料等の支払を遅滞した場合 本利用規約に違反するおそれがあると当社が判断した場合
GoFaceの利用ならびに利用規約の解釈および適用は、中華民国法律に準拠します。また、GoFaceの利用に関わる全ての紛争については、他に別段の定めのない限り、台灣台北地方裁判所を第一審の専属管轄裁判所とするものとします。但し、当地法律において、管轄裁判所の設定が強制的に定められた場合はそれに従うものとします。
updated by 2021-07-07
This Terms of Service agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Astra Inc, a company doing business as GoFace, and its subsidiaries and affiliates (collectively, “GoFace”). This Agreement contains the terms and conditions that govern the use GoFace’s HR Platform (the “Platform”). GoFace directly, and through its website (https://www.goface.me) and the associated domains thereof (the “Site”), offers customers the products and services (as such may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement.
GoFace provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which GoFace may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby.
In order to receive any Service, User must be enrolled in one of the following plans (each, a “Service Plan”), which coincides with User’s Plan Selection or Service Plan access by (i) clicking the applicable button to indicate User’s Service Plan choice (the “Plan Selection”); (ii) clicking the applicable button to indicate User’s acceptance of this Agreement (in the event that User is already enrolled in a Service Plan); or (iii) accessing or using the Services. By taking any of the aforementioned actions, User agrees to be bound by the applicable Service Terms as of the time that such action occurs.
User agrees to pay the fees for the Services in accordance with the applicable fee schedules, and User authorizes GoFace to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar month or year in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not access the Services in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. Fees for the Services will be billed to User and debited from User’s Bank Account on a monthly or annual calendar basis, in arrears. Notwithstanding the foregoing, GoFace may invoice User for any applicable, outstanding fees, and User shall pay such invoice within thirty (30) days of receipt thereof via money transfer, check, or any other payment method GoFace may deem acceptable in its sole discretion. All fees are non-refundable. User agrees to reimburse GoFace for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. GoFace may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
GoFace reserves the right to change the fees for its Services from time to time. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. If GoFace is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law.
GoFace may offer several Service Plans with varying features and fee schedules, as well as add-on services that User can choose to opt into for additional fees, unless otherwise stated. Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://www.goface.me/pricing. User may request to change User’s Service Plan via the Platform.
If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan.
If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month or year following the calendar month or year in which User elected to downgrade (the “Downgrade Election Month/Year/Year”). User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month/Year/Year. After the Downgrade Election Month/Year, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month/Year, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month or year following the Downgrade Election Month/Year and for each calendar month or year thereafter for so long as User is subscribed to the New Downgrade Plan.
To use the Platform, User must have an account with GoFace (an “Account”). User hereby authorizes GoFace to obtain and store User’s Account information as necessary to make the Platform available to User.
User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law.
Please refer to GoFace Privacy Policy for information on how GoFace collects, uses, and discloses information from Users. User acknowledges and understands that GoFace may collect, use, and disclose User’s information pursuant to GoFace Privacy Policy, as it may be updated from time to time.
Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations.
User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.
User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that GoFace reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs GoFace to take on its behalf.
In addition, User is solely responsible for (i) following instructions that GoFace provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User.
User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify GoFace. GoFace reserves the right to prevent access to the Services if GoFace has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.
User is responsible for timely providing GoFace with the information required for GoFace to perform the Services. User may furnish such information directly to GoFace or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to GoFace that for any information that User shares with GoFace, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to GoFace, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify GoFace, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to GoFace.
In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by GoFace (or otherwise made available to User by GoFace) for User’s review, and User or its Account Administrators or Authorized Representatives must notify GoFace of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from GoFace.
User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify GoFace of any third-party notices that User may receive which could affect GoFace’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or GoFace in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services.
User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to GoFace by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Complete Payroll” or other buttons) or otherwise (e.g., verbally telling a GoFace Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.
User gives GoFace permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. GoFace may ask for User’s name, address, date of birth, NRIC number, and other information that will allow GoFace to identify User. GoFace may also ask to see User’s driver’s license or other identifying documents. User consents to and authorizes GoFace to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others. GoFace may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, GoFace is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons.
Through the Platform, User will be able to elect to receive services from partners of GoFace (each such service, a “Third-Party Service,” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. GoFace is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. If User elects to receive a Third-Party Service, User authorizes GoFace to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to GoFace in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to GoFace and for GoFace to provide it to Partners, and that GoFace’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing GoFace to submit User’s Shared Information to a Partner, User has waived and released any Claim against GoFace and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.
The Platform and the Services may contain links to third-party websites or resources. GoFace provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources.
User Content and Licenses Granted
User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that GoFace provides to User via the Services shall constitute GoFace Content (as defined below) hereunder. GoFace does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to GoFace a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant GoFace the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and GoFace has the right to remove User Content from the Platform in accordance with Section 14. User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. GoFace is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
GoFace’s Intellectual Property Rights
“GoFace Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by GoFace, other than User Content. User Content and GoFace Content shall be collectively referred to herein as “Content.” GoFace and its licensors exclusively own all worldwide right, title, and interest in and to the GoFace Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“GoFace IP”). User acknowledges that the Platform, Services, and GoFace Content are protected by copyright, trademark, and other laws of Taiwan, Japan, Singapore, Indonesia and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or GoFace Content. This Agreement does not convey any proprietary interest in or to any GoFace IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or GoFace Content (“Feedback”) is given entirely voluntarily and GoFace will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to GoFace in response to any surveys GoFace conducts, through any available technology, about User’s experience.
Subject to User’s compliance with this Agreement, GoFace grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download GoFace Content solely in connection with User’s permitted use of the Platform for User’s own behalf.
By providing User’s mobile phone number to GoFace, User agrees that GoFace may send User autodialed Short Message Service (“SMS”) or Multimedia Messaging Service (“MMS”) messages about activity in User’s Account and service updates, as well as SMS or MMS messages soliciting User’s feedback about the Services and User’s experience interacting with GoFace Customer Care team. Standard message and data rates may apply. Note that GoFace will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. If User would like to opt out of receiving SMS and MMS messages, User should contact support@goface.me.
User agrees not to take any of the following actions:
Although GoFace is not obligated to monitor access to or use of User Content or to review or edit any User Content, GoFace has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. GoFace reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if GoFace, at GoFace’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
GoFace has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that GoFace believes could affect the Platform, Services, or Content, including violations of this Agreement. GoFace may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
GoFace may provide an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.
While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and GoFace has no responsibility or liability with respect to such matter.
GoFace has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.
GoFace makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE TAIWAN, JAPAN, SINGAPORE AND INDONESIA LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.
GoFace makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.
The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. USER ACKNOWLEDGES AND AGREES THAT GOFACE IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK.
User’s use of the Platform, Services, and Content is entirely at User’s own risk. GoFace is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by GoFace via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. User should consult a professional that is trained or licensed in the relevant area if User needs such assistance.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND GOFACE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GOFACE. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOFACE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, GOFACE MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GOFACE CONTENT IN OR LINKED TO THE SERVICES. GOFACE CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. GOFACE DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GOFACE CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, GOFACE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE STATE OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION.
If any error results, whether directly or indirectly, from GoFace’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that GoFace reasonably believes to be User, an employee or an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then GoFace will attempt to correct the Resulting Error, but GoFace makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.
GoFace does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and GoFace will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.
GoFace works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.
User will indemnify and hold harmless GoFace and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s gross negligence, fraudulent activity, or willful misconduct; (vii) GoFace’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (viii) actions or activities that GoFace or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that GoFace or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (ix) GoFace’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow GoFace’s instructions with respect to the Services.
GoFace is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, GoFace with information necessary for its provision of Services; (iv) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (v) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vi) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (vii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (viii) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (ix) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow GoFace’s instructions with respect to the Services.
NEITHER GOFACE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR GOFACE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GOFACE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL GOFACE’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO GOFACE FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GOFACE AND USER.
If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against GoFace or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim.
The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account. GoFace may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. In addition to GoFace’s foregoing termination right, GoFace may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) GoFace has any reason to suspect or believe that User may be in violation of this Agreement; (ii) GoFace determines that User’s actions are likely to cause legal liability for or material negative impact to GoFace; (iii) GoFace believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) GoFace has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within thirty (30) days of GoFace providing User with notice of the non-payment; or (v) while GoFace strives to support a multitude of business and organization types, in certain unique situations, if GoFace cannot support the payroll-related filings for User’s business or organization type, GoFace may immediately terminate the Services and this Agreement upon written notice to User.
The termination of any of the Services or this Agreement will not affect User’s or GoFace’s rights with respect to transactions which occurred before termination. GoFace will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to GoFace’s termination of this Agreement. Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded.
updated by 2021-07-07
This Terms of Service agreement (this “Agreement”) is made and entered into by and between you, as a User (as defined below), and Astra Inc, a company doing business as GoFace, and its subsidiaries and affiliates (collectively, “GoFace”). This Agreement contains the terms and conditions that govern the use GoFace’s HR Platform (the “Platform”). GoFace directly, and through its website (https://www.goface.me) and the associated domains thereof (the “Site”), offers customers the products and services (as such may be updated, modified, or otherwise changed from time to time, collectively, the “Services”).
This Agreement is applicable to all persons who use or access the Platform and/or the Services, in their company’s capacity or in an individual capacity, including authorized users representing the company, its employees, or other persons using or accessing the Services (collectively, “Users” and each, a “User”). If User is agreeing to these terms on behalf of a business or an individual other than User, User represents and warrants that User has authority to bind that business or other individual to this Agreement, and User’s agreement to these terms will be treated as the agreement of such business or individual. In that event, “User” also refers to that business or individual. By clicking the applicable button to indicate User’s acceptance of this Agreement, or by accessing or using the Platform, User agrees, effective as of the date of such action, to be bound by the Agreement.
GoFace provision of any Service is subject to the terms of this Agreement and any supplemental terms referenced herein or which GoFace may present User with for review and acceptance at the time User subscribes to such Service (each, “Service Terms”), and any Service Terms shall be incorporated into and form a part of this Agreement. If the terms hereof conflict with any Service Terms, the Service Terms will govern with respect to the matters contemplated thereby.
In order to receive any Service, User must be enrolled in one of the following plans (each, a “Service Plan”), which coincides with User’s Plan Selection or Service Plan access by (i) clicking the applicable button to indicate User’s Service Plan choice (the “Plan Selection”); (ii) clicking the applicable button to indicate User’s acceptance of this Agreement (in the event that User is already enrolled in a Service Plan); or (iii) accessing or using the Services. By taking any of the aforementioned actions, User agrees to be bound by the applicable Service Terms as of the time that such action occurs.
User agrees to pay the fees for the Services in accordance with the applicable fee schedules, and User authorizes GoFace to debit User’s designated bank account, as specified by User through the Platform (the “Bank Account”), for all fees as they become payable. Unless otherwise stated in the applicable Service Terms, fees for the Services are typically based on the calendar month or year in which User is enrolled in any Services (so, for example, if User is enrolled in a Service Plan for a given calendar month, User would be charged for such month even if User does not access the Services in such month), and such fees are applied in full for a given calendar month, regardless of whether User is only enrolled in the Services for a portion of such month. Fees for the Services will be billed to User and debited from User’s Bank Account on a monthly or annual calendar basis, in arrears. Notwithstanding the foregoing, GoFace may invoice User for any applicable, outstanding fees, and User shall pay such invoice within thirty (30) days of receipt thereof via money transfer, check, or any other payment method GoFace may deem acceptable in its sole discretion. All fees are non-refundable. User agrees to reimburse GoFace for any sales, use, and similar taxes arising from the provision of the Services that any federal, state, or local governments may impose. GoFace may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
GoFace reserves the right to change the fees for its Services from time to time. User will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to this Agreement is not acceptable to User, User may cancel the Services as provided herein prior to the time when such fee increase or change to this Agreement takes effect. User’s continued use of the Services beyond the cancellation window constitutes User’s agreement to those changes. If GoFace is unable to collect fees due because of insufficient funds in User’s Bank Account or for any other reason, User must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law.
GoFace may offer several Service Plans with varying features and fee schedules, as well as add-on services that User can choose to opt into for additional fees, unless otherwise stated. Before User may begin to use the Services, User will be asked to select a Service Plan from those detailed at https://www.goface.me/pricing. User may request to change User’s Service Plan via the Platform.
If User chooses to upgrade from User’s current Service Plan (the “Current Plan”) to a more expensive Service Plan (the “New Upgrade Plan”), then such upgrade will promptly go into effect, and User will begin receiving access to the features and Services available under the New Upgrade Plan at the time of such upgrade. The fee schedule for the New Upgrade Plan will be applied to User’s Service Plan charge for the calendar month in which User upgraded and for each calendar month thereafter for so long as User is subscribed to the New Upgrade Plan.
If User chooses to downgrade from User’s Current Plan to a less expensive Service Plan (the “New Downgrade Plan”), then the downgrade will not go into effect until the beginning of the calendar month or year following the calendar month or year in which User elected to downgrade (the “Downgrade Election Month/Year/Year”). User will still receive access to the features and Services available with User’s Current Plan until the end of the Downgrade Election Month/Year/Year. After the Downgrade Election Month/Year, User will lose access to some of the features and Services available with User’s Current Plan and will only have access to the features and Services available under User’s New Downgrade Plan. The fee schedule for User’s Current Plan will be applied to User’s Service Plan charge for the Downgrade Election Month/Year, and the fee schedule for the New Downgrade Plan will be applied to User’s Service Plan charge for the calendar month or year following the Downgrade Election Month/Year and for each calendar month or year thereafter for so long as User is subscribed to the New Downgrade Plan.
To use the Platform, User must have an account with GoFace (an “Account”). User hereby authorizes GoFace to obtain and store User’s Account information as necessary to make the Platform available to User.
User may use the Platform only if User is thirteen (13) years of age or older and is not barred from using the Services under applicable law.
Please refer to GoFace Privacy Policy for information on how GoFace collects, uses, and discloses information from Users. User acknowledges and understands that GoFace may collect, use, and disclose User’s information pursuant to GoFace Privacy Policy, as it may be updated from time to time.
Use of the Platform and the Services are each conditioned upon User’s full compliance with this Agreement and all applicable laws, rules, and regulations.
User will designate and authorize either itself and/or one or more individuals with authority to (i) act on User’s behalf, (ii) provide information on User’s behalf, and (iii) bind User and/or User’s business with respect to the Services (each such individual, an “Account Administrator”). An Account Administrator is authorized by User to access the Services by entering a confidential user ID and password. Such Account login information will entitle the Account Administrator, depending on their designation and the permissions given by User, to have the authority to input information and access, review, modify, and/or provide approvals on User’s behalf.
User is solely responsible for all actions taken under any Account that User has access to. Any actions taken under Accounts that User has access to will be deemed authorized by User, regardless of User’s knowledge of such actions (the “Authorized Actions”). Authorized Actions include but are not limited to (i) actions taken by User, an Account Administrator, or an authorized representative of User (an “Authorized Representative”), and (ii) actions that User, an Account Administrator, or an Authorized Representative (or anyone that GoFace reasonably believes to be User, an Account Administrator, or an Authorized Representative) directs or instructs GoFace to take on its behalf.
In addition, User is solely responsible for (i) following instructions that GoFace provides to User with respect to the Services, whether such instructions are provided via the Platform, email, or otherwise, (ii) obtaining, maintaining, and keeping secure any equipment and ancillary services necessary to connect to, access, or otherwise utilize the Platform, including but not limited to internet access, networking equipment, hardware, software, and operating systems, and (iii) maintaining applicable accounts with providers of Third-Party Services (as defined below) utilized by User.
User will, and will cause authorized users of User’s Account, including but not limited to Account Administrators and Authorized Representatives, to take reasonable steps to adequately secure, and keep confidential, any User Account passwords or credentials, and any information accessible via the User Account. If User believes or suspects that User’s Account or passwords or credentials for User’s Account have been disclosed to, accessed by, or compromised by unauthorized persons, User must immediately notify GoFace. GoFace reserves the right to prevent access to the Services if GoFace has reason to believe that User’s Account or passwords or credentials for User’s Account have been compromised.
User is responsible for timely providing GoFace with the information required for GoFace to perform the Services. User may furnish such information directly to GoFace or via an Account Administrator or Authorized Representative, such as User’s accountant. Furthermore, User represents and warrants to GoFace that for any information that User shares with GoFace, whether directly, via its Account Administrator, or via its Authorized Representative, User will have the authority to share such information. User is responsible for the accuracy and completeness of information provided to GoFace, and User will ensure that any such information, whether provided by User, an Account Administrator, or Authorized Representative, is accurate and complete. Moreover, User is required to maintain the accuracy and completeness of such information on an ongoing basis and will promptly notify GoFace, whether directly or through an Account Administrator or Authorized Representative, of any changes to the information provided to GoFace.
In addition, User, whether directly or through its Account Administrators or Authorized Representatives, is responsible for reviewing any reports, filings, information, documents or materials (collectively, the “Materials”) posted to the Platform by GoFace (or otherwise made available to User by GoFace) for User’s review, and User or its Account Administrators or Authorized Representatives must notify GoFace of any inaccuracies in the Materials as soon as possible, or within the time period specified in communications received from GoFace.
User, whether directly or through its Account Administrators or Authorized Representatives, is also obligated to promptly notify GoFace of any third-party notices that User may receive which could affect GoFace’s ability to effectively provide the Services or increase the likelihood that a Claim (as defined below) is brought against User or GoFace in connection with the Services, such as notices from the Internal Revenue Service or other government agencies regarding penalties or errors relating to the Services.
User agrees that, to the fullest extent permitted by law, the provision of Account login credentials (e.g., username and password) or identity verification credentials to GoFace by User, an Account Administrator, or an Authorized Representative, together with any actions authorized by such foregoing parties via the Platform (e.g., clicking the “Complete Payroll” or other buttons) or otherwise (e.g., verbally telling a GoFace Customer Care representative to take an action), will have the same effect as such parties providing a written signature authorizing electronic payments, filings, or any other actions in connection with the Services.
User gives GoFace permission to obtain, verify, and record information that identifies the individual who creates an Account, is the intended user of an Account, or accesses the Services. GoFace may ask for User’s name, address, date of birth, NRIC number, and other information that will allow GoFace to identify User. GoFace may also ask to see User’s driver’s license or other identifying documents. User consents to and authorizes GoFace to obtain credit reports about User’s business, and to report adverse credit information about User’s business to others. GoFace may, at its discretion, decline to offer the Services for any reason, including in the event that the Services enrollment process is not satisfactorily completed, GoFace is unable to verify satisfactory credit of User’s business, and/or for other lawful business reasons.
Through the Platform, User will be able to elect to receive services from partners of GoFace (each such service, a “Third-Party Service,” and each such partner, a “Partner”). User is solely responsible for, and assumes all risk arising from, User’s election to receive and User’s receipt of any Third-Party Service. GoFace is not responsible for Third-Party Services or any material, information, or results made available through Third-Party Services. The applicable Partners may require User to agree to terms and conditions or agreements with respect to their provision of the Third-Party Services to User. If User elects to receive a Third-Party Service, User authorizes GoFace to submit to the applicable Partner any and all documents and information about User, User’s business and User’s business’ employees that are necessary for such Partner to provide the Third-Party Service to User, including, without limitation, User’s payroll information, bank account information, User’s employees’ bank account information, and any additional information, such as the personal information of User’s employees, requested by such Partner that User has provided to GoFace in connection with this Agreement and User’s receipt of the Services (collectively, the “Shared Information”). User is responsible for the accuracy of all Shared Information. User represents and warrants that User has all the rights in and to any Shared Information necessary to provide Shared Information to GoFace and for GoFace to provide it to Partners, and that GoFace’s use or disclosure of Shared Information as contemplated hereunder will not violate any rights of privacy or other proprietary rights, or any applicable local, state, or federal laws, regulations, orders, or rules. User agrees that by electing to receive a Third-Party Service, and by consenting and authorizing GoFace to submit User’s Shared Information to a Partner, User has waived and released any Claim against GoFace and its directors, officers, and employees arising out of a Partner’s use of User’s Shared Information, even if that use is not authorized by the applicable agreement between User and the Partner.
The Platform and the Services may contain links to third-party websites or resources. GoFace provides these links only as a convenience and is not responsible for the content, products, or services on or available from those websites or resources, or links displayed on such websites. User acknowledges its sole responsibility for, and assumes all risk arising from, User’s use of any third-party websites or resources.
User Content and Licenses Granted
User Content” means any text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are uploaded to, posted to, stored on, or created using the Platform by Users. For the avoidance of doubt, any templates, documents, or materials that GoFace provides to User via the Services shall constitute GoFace Content (as defined below) hereunder. GoFace does not claim any ownership rights in any User Content and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit User Content. However, by making any User Content available through the Services, User hereby grants to GoFace a non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform, and distribute User Content in connection with operating and providing the Platform and the Services. User is solely responsible for all User Content. User represents and warrants that User owns all User Content or User has all rights that are necessary to grant GoFace the license rights in User Content under this Agreement. User Content is subject to the provisions of Section 13, and GoFace has the right to remove User Content from the Platform in accordance with Section 14. User may generally remove User Content from the Platform, provided that certain types of User Content may not be removed from the Platform, as further specified in particular Service Terms. Moreover, in certain instances, some User Content may not be completely removed and copies of User Content may continue to exist on the Platform. GoFace is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any User Content.
GoFace’s Intellectual Property Rights
“GoFace Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and documents, information, or other materials that are posted, generated, provided, or otherwise made available through the Services by GoFace, other than User Content. User Content and GoFace Content shall be collectively referred to herein as “Content.” GoFace and its licensors exclusively own all worldwide right, title, and interest in and to the GoFace Content, and also in and to the Platform and the Services, including in each case all associated intellectual property rights (“GoFace IP”). User acknowledges that the Platform, Services, and GoFace Content are protected by copyright, trademark, and other laws of Taiwan, Japan, Singapore, Indonesia and foreign countries. User agrees not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Platform, Services, or GoFace Content. This Agreement does not convey any proprietary interest in or to any GoFace IP or rights of entitlement to the use thereof except as expressly set forth herein. Any feedback, comments, and suggestions User may provide for improvements to the Platform, Services, or GoFace Content (“Feedback”) is given entirely voluntarily and GoFace will be free to use, disclose, reproduce, license, or otherwise distribute and exploit such Feedback as it sees fit, entirely without obligation or restriction of any kind. Feedback includes, without limitation, feedback User provides to GoFace in response to any surveys GoFace conducts, through any available technology, about User’s experience.
Subject to User’s compliance with this Agreement, GoFace grants User a limited, non-exclusive, non-transferable, non-sublicensable license to access, view, and download GoFace Content solely in connection with User’s permitted use of the Platform for User’s own behalf.
By providing User’s mobile phone number to GoFace, User agrees that GoFace may send User autodialed Short Message Service (“SMS”) or Multimedia Messaging Service (“MMS”) messages about activity in User’s Account and service updates, as well as SMS or MMS messages soliciting User’s feedback about the Services and User’s experience interacting with GoFace Customer Care team. Standard message and data rates may apply. Note that GoFace will not send User autodialed marketing SMS or MMS messages unless User expressly agrees in writing to receive such messages. If User would like to opt out of receiving SMS and MMS messages, User should contact support@goface.me.
User agrees not to take any of the following actions:
Although GoFace is not obligated to monitor access to or use of User Content or to review or edit any User Content, GoFace has the right to do so for the purposes of operating the Platform and Services, ensuring compliance with this Agreement, and complying with applicable law or other legal requirements. GoFace reserves the right, but is not obligated, to remove or disable access to any User Content, at any time and without notice, for any reason, including, but not limited to, if GoFace, at GoFace’s sole discretion, considers any User Content to be objectionable or in violation of this Agreement.
GoFace has the right to monitor access to and use of the Platform, Services, and Content and to investigate conduct that GoFace believes could affect the Platform, Services, or Content, including violations of this Agreement. GoFace may also consult and cooperate with law enforcement authorities and administrative agencies to prosecute Users who violate the law.
GoFace may provide an electronic signature service (the “E-Sign Service”) which allows parties to sign documents electronically. Each time that User uses the E-Sign Service, User is expressly (i) affirming that User is able to access and view the document (the “Document”) User is electronically signing via the E-Sign Service; (ii) consenting to conduct business electronically with respect to the transaction contemplated by the Document; and (iii) agreeing to the use of electronic signatures for the Document.
While many Users prefer the convenience of electronic signatures, using the E-Sign Service to electronically sign Documents is optional, and User can choose to manually sign Documents if User prefers. If User would like to manually sign a Document, User should (i) inform the party that sent User the Document of User’s decision to manually sign such Document; (ii) make sure that User does not electronically sign the Document via the E-Sign Service; and (iii) obtain a physical copy of the Document for User to sign. Obtaining a physical, non-electronic copy of the Document is User’s sole responsibility, and GoFace has no responsibility or liability with respect to such matter.
GoFace has no responsibility or liability with respect to the content, validity, or enforceability of any Document, nor is it responsible or liable for any matters or disputes arising from the Documents.
GoFace makes no representations or warranties regarding the validity or enforceability of electronic documents or electronic signatures. UNDER APPLICABLE TAIWAN, JAPAN, SINGAPORE AND INDONESIA LAWS, ELECTRONIC SIGNATURES ARE NOT ENFORCEABLE ON SOME DOCUMENTS. IT IS USER’S RESPONSIBILITY TO CONSULT WITH AN ATTORNEY TO DETERMINE WHETHER A DOCUMENT WILL BE ENFORCEABLE IF IT IS ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE.
GoFace makes no representations or warranties about the Platform’s uptime, availability, or permissibility in any particular geographical location. From time to time, scheduled system maintenance or emergency maintenance may occur, and during such maintenance periods, the Platform may be inaccessible and unavailable, with or without notice to User.
The Platform’s performance of actions initiated by User may irrevocably modify and/or delete User Content. USER ACKNOWLEDGES AND AGREES THAT GOFACE IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER CONTENT AND THAT USER’S USE OF THE PLATFORM IS AT USER’S OWN RISK.
User’s use of the Platform, Services, and Content is entirely at User’s own risk. GoFace is not in the business of providing legal, regulatory, tax, financial, accounting, employment, or other professional services or advice. Any information provided by GoFace via the Platform or otherwise is meant for informational purposes only and should not be interpreted as professional advice. User should consult a professional that is trained or licensed in the relevant area if User needs such assistance.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, THE PLATFORM, SERVICES, AND GOFACE CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND MADE BY GOFACE. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOFACE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, DATA LOSS, AND NON-INFRINGEMENT. FURTHERMORE, GOFACE MAKES NO WARRANTIES REGARDING THE ACCURACY, RELIABILITY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR QUALITY OF ANY INFORMATION OR GOFACE CONTENT IN OR LINKED TO THE SERVICES. GOFACE CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF USER CONTENT AND MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO USER CONTENT. GOFACE DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR GOFACE CONTENT WILL (I) MEET USER’S EXPECTATIONS OR REQUIREMENTS; (II) BE COMPLETELY SECURE OR FREE FROM ERRORS, BUGS, VIRUSES, OR OTHER HARMFUL COMPONENTS; OR (III) BE FREE FROM INTERRUPTION, THEFT, OR DESTRUCTION. IN ADDITION, GOFACE EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR MAKING SURE THAT DOCUMENTS WHICH ARE ELECTRONICALLY SIGNED VIA THE E-SIGN SERVICE ARE VALID AND ENFORCEABLE UNDER ANY APPLICABLE STATE OR FEDERAL LAWS, OR THE LAWS OF ANY OTHER JURISDICTION.
If any error results, whether directly or indirectly, from GoFace’s reliance on information (or modifications to information) provided by User, an employee or independent contractor of User, an Account Administrator, an Authorized Representative, or anyone that GoFace reasonably believes to be User, an employee or an Account Administrator, or an Authorized Representative of User (each such error, a “Resulting Error”), then GoFace will attempt to correct the Resulting Error, but GoFace makes no warranties or guarantees that it will be able to partially or fully correct the Resulting Error.
GoFace does not warrant, endorse, guarantee, or assume responsibility for any product or service, including without limitation Third-Party Services, advertised or offered by a third party through the Platform or any hyperlinked website or service, and GoFace will not be a party to or in any way be responsible for monitoring any transaction between User and third-party providers of products or services.
GoFace works with third-party service providers to provide the Services, and unless otherwise stated in an agreement between User and any such third-party service provider, the third-party service providers (i) make no warranty as to the accuracy or completeness of information provided to User, and (ii) disclaim express warranties or implied warranties imposed by law with respect to the services they provide, whether directly or indirectly, to User.
User will indemnify and hold harmless GoFace and its officers, directors, employees, and agents (the “Indemnified Parties”), from and against any claims, disputes, demands, liabilities, damages, losses, costs, judgements, penalties, fines, and expenses (including, without limitation, reasonable legal and accounting fees) (collectively, the “Claims”), arising out of or in any way connected with (i) User’s access to or use of the Platform, Services, or Content; (ii) User Content; (iii) User’s violation or alleged violation of this Agreement; (iv) User’s violation or alleged violation of any third party right, including without limitation any right of privacy or publicity, or any right provided by any labor or employment law, rule, or regulation, or any intellectual property right; (v) User’s violation or alleged violation of any applicable law, rule, or regulation, including but not limited to wage and hour laws; (vi) User’s gross negligence, fraudulent activity, or willful misconduct; (vii) GoFace’s or any other Indemnified Party’s use of or reliance on information or data furnished by User, an employee or independent contractor of User, User’s Account Administrator, or User’s Authorized Representative in providing the Services, or otherwise in connection with this Agreement; (viii) actions or activities that GoFace or any other Indemnified Party undertakes in connection with the Services or this Agreement at the direct request or instruction of anyone that GoFace or any other Indemnified Party reasonably believes to be User, an Account Administrator, or an Authorized Representative (each such action or activity, a “Requested Action”); (ix) GoFace’s or any other Indemnified Party’s use of or reliance on information or data resulting from such Requested Actions; or (x) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow GoFace’s instructions with respect to the Services.
GoFace is not responsible or liable for (i) User Content or anyone’s reliance on User Content; (ii) Resulting Errors or any consequences or Claims directly or indirectly arising from Resulting Errors; (iii) any consequences or Claims directly or indirectly resulting from User’s delay in providing, or User’s failure to provide, GoFace with information necessary for its provision of Services; (iv) unauthorized third-party actions taken in User’s Account and any transactions, consequences, or Claims arising therefrom; (v) User’s negligence or any negligence of User’s Account Administrator or Authorized Representative; (vi) any Claims, or portions of any Claims, that could have reasonably been avoided or mitigated by User through reasonable efforts; (vii) any circumstances or Claims arising out of or related to a Partner’s use of User’s Shared Information; (viii) any Requested Actions, or any consequences or Claims directly or indirectly resulting therefrom; or (ix) User’s failure, or the failure of any Account Administrators or Authorized Representatives, to properly follow GoFace’s instructions with respect to the Services.
NEITHER GOFACE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, SERVICES, OR GOFACE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT, WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT GOFACE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO USER. IN NO EVENT WILL GOFACE’S TOTAL LIABILITY FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES, OR CONTENT EXCEED THE AMOUNTS USER HAS PAID TO GOFACE FOR USE OF THE PLATFORM, SERVICES, OR CONTENT IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE APPLICABLE CLAIM. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GOFACE AND USER.
If User becomes aware of, or reasonably should have been aware of, any facts, issues, information, or circumstances which are reasonably likely, whether alone or in combination with any other facts, issues, information, or circumstances, to lead to a Claim against GoFace or User in connection with this Agreement, User must use reasonable efforts to mitigate any loss that may give rise to such a Claim.
The Services and this Agreement will continue until they are terminated by either party. User may terminate the Services and this Agreement through User’s Account. GoFace may terminate the Services and this Agreement by giving User at least thirty (30) days’ prior written notice. In addition to GoFace’s foregoing termination right, GoFace may immediately suspend or restrict User’s Account; suspend or restrict User’s access to the Platform or any Services; block User’s ability to use any particular feature of a Service; or immediately terminate the Services and this Agreement, in each case with or without notice to User, in the event that: (i) GoFace has any reason to suspect or believe that User may be in violation of this Agreement; (ii) GoFace determines that User’s actions are likely to cause legal liability for or material negative impact to GoFace; (iii) GoFace believes that User has misrepresented any data or information or that User has engaged in fraudulent or deceptive practices or illegal activities; (iv) GoFace has determined that User is behind in payment of fees for the Services and User has not cured such non-payment within thirty (30) days of GoFace providing User with notice of the non-payment; or (v) while GoFace strives to support a multitude of business and organization types, in certain unique situations, if GoFace cannot support the payroll-related filings for User’s business or organization type, GoFace may immediately terminate the Services and this Agreement upon written notice to User.
The termination of any of the Services or this Agreement will not affect User’s or GoFace’s rights with respect to transactions which occurred before termination. GoFace will have no liability for any costs, losses, damages, penalties, fines, expenses, or liabilities arising out of or related to GoFace’s termination of this Agreement. Sections 2 (to the extent that there are any unpaid fees for services rendered as of the time of termination of this Agreement), 4, 5, 6, 11, 13, 14, and 16 through 28 of this Agreement, and any sections of the Service Terms which by their nature should survive, will survive and remain in effect even if this Agreement is terminated, cancelled, or rescinded.
updated by 2021-07-07