1. DEFINITIONS AND INTERPRETATION

   1. Definitions

      In this Agreement and the Recitals, unless clearly inconsistent with or otherwise indicated by the context.

      1. “Account” means the designated account that the Partner is required to register through the Platform to access the Partner Portal and list the Service Offerings;

      2. "Agreement" and “Partner Terms of Service” collectively mean all of the terms, conditions and notices contained or referenced in this document (as amended from time to time) and all other WorkFam rules, policies available on the Platform (including but not limited to the Privacy Policy, guidelines and procedures that may be published from time to time on the Platform);

      3. "Applications" means WorkFam’s applications used by the Users to access from time to time in respect of the Service Offerings;

      4. “Business Day(s)” means any working day in the UAE unless such days are announced as public holidays in the UAE (Mondays through to and including Fridays, and excluding Saturdays and Sundays);

      5. “Confirmation Order” means each written or electronically transmitted confirmation order sent by WorkFam to the Partner and which may include, without limitation, name of the User, reference numbers, date and time of booking, and any special conditions;

      6. "Dashboard" means an integrated data tool on the Platform providing a visual metric of the customer journey, top performing corporate workfams and revenue generated for the Partner in respect of the User;

      7. “Effective Date” means the date on which you register to offer the Service Offerings via a Partner sign up form;

      8. "Employee(s)" means any person who is associated with or employed or engaged with the Organisation, who has an Account;

      9. "Intellectual Property" means all intellectual property, whether or not registerable, including, but not limited to, copyright, patents, proprietary material, trademarks, designs, know-how, methods, techniques, processes, adaptations, ideas, and technical specifications in respect of the Websites, Applications and Accounts;

      10. "Organisation" means any company, firm, association or other entity who signs up with WorkFam and agrees to the charges and commercial terms of WorkFam for its Employees to be granted an Account by WorkFam, and for it to be granted access to an organisation portal;

      11. "Organisation Portal" means a portal provided by WorkFam to an Organisation for the Organisation to monitor and track employees’ activities on the Websites and Applications;

      12. "Parties" means WorkFam and the Partner as defined herein and "Party" means either of them as the context may indicate;

      13. "Partner", “you”, and “your” means the service provider onboarded on the Platform to provide the Service Offerings;

      14. “Partner Content” means any content submitted, generated, featured, displayed by the Partner through the Platform (including but not limited to any text, correspondence, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are available on the Platform);

      15. “Partner Portal” means a portal provided by WorkFam to the Partner to access and upload its Service Offerings, to track and monitor Users activities on the Platform in relation thereto and to track bookings for the Service Offerings;

      16. “Platform” means any online tool provided, processed and/or maintained by WorkFam (including, but not limited to, through the Applications, the Websites, all subpages and subdomains, all content, and products or services available at or through the Platform or Application and includes any other related domains offering access to, or facilitating the provision of, the Service Offerings), and includes the Dashboard and Partner Portal;

      17. “Privacy Policy” means WorkFam’s privacy practices in relation to the use of the Platform, as amended from time to time;

      18. “Services” means any support services provided by WorkFam in relation to the Platform;

      19. "Service Offering(s)" means the services offered by the Partner as set out in Partner sign up form (which is deemed to be incorporated into this Agreement), and in respect of which appropriate discounts, special offers and rewards will be formulated and agreed from time to time between the Partner and WorkFam in a manner that will make such Service Offerings attractive to the User;

      20. “Service Offering Fee” means the fee payable by a User for the respective Service Offering;

      21. “Successful Transaction” means acceptance of a booking request by a Partner;

      22. "User" means an Employee who signs onto the Websites and the Applications using an Account;

      23. "Website(s)" means the website of WorkFam located https://workfam.com, and other websites of WorkFam to which the Applications direct the User, depending on the User’s interaction with the Applications from time to time; and

      24. "WorkFam", “we”, “us” and “our” means WorkFam FZ-LLC, a free zone limited liability company incorporated in the Dubai Creative Clusters, the free zone established in accordance with Law No. 15 of 2014 concerning the Creative Clusters in the Emirate of Dubai and having license No. 94482.

2. INTERPRETATION

   1. In this Agreement, unless clearly inconsistent with or otherwise indicated by the context:

      1. any reference to the singular (including in the expressions defined in 1) includes the plural and vice versa, any reference to natural persons includes legal persons and vice versa and any reference to a gender includes the other genders;

      2. any reference to a number of days shall be a reference to calendar days, unless it is specifically stated that such reference is a reference to Business Days;

      3. where appropriate, meanings ascribed to defined words and expressions in 1, shall impose substantive obligations on the Parties;

      4. a reference to a recital, clause, sub-clause, paragraph, sub-paragraph, schedule or appendix is, unless indicated to the contrary, a reference to a recital, clause, sub-clause, paragraph, schedule or appendix of this Agreement;

      5. the clause headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation; and

      6. where any term is defined within the context of any particular clause or sub-clause, the term so defined shall, unless it appears clearly from such clause or sub-clause that such term has limited application to the relevant clause or sub-clause, bear the meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding that such term has not been defined in 1.

   2. In the interpretation of this Agreement, no provision of this Agreement shall be construed against or interpreted to the disadvantage of WorkFam on the basis of it having or being deemed to have structured, drafted or introduced as a provision of this Agreement.

3. PARTNER PORTAL AND ACCESS TO THE WEBSITES, APPLICATIONS AND DASHBOARD

   1. In order to gain access to the Platform to list the Service Offerings, the Partner will be required to submit their details and credentials to WorkFam for pre-approval. The Partner must fill in a Partner sign up form, as provided by WorkFam, to gain access to the Partner Portal to list the Service Offerings. If the Partner is approved by WorkFam, their Partner Portal will be activated and they will be given access to the Partner Portal to list their Service Offerings.

   2. The Partner shall use their Partner Portal only for themselves and shall not use the Partner Portal of another partner or provide details of their Partner Portal to another person. The Partner may not impersonate someone else, create or use a Partner Portal for anyone other than themselves, provide an email address other than their own, create multiple accesses to the Partner Portal except as otherwise authorized by WorkFam, or provide or use false information to obtain access to a Partner Portal that they are not legally entitled to claim.

   3. The Partner agrees and acknowledges that they are responsible for maintaining the security of their Partner Portal and for all activities that occur under their Partner Portal and any other actions taken in connection with their Partner Portal.

   4. WorkFam shall provide the Partner with access to the Platform through the Partner Portal, for the purpose of:

      1. marketing and offering the Service Offerings to Users through the Platform, via iOS or Android operating systems; and

      2. arranging and confirming bookings by Users to participate in the Service Offerings.

   5. The Partner will be classified into “Wellness Partner”, “Online Workshop Partners”, “WorkPerks” and “Workspace” depending on their Service Offerings, as specified in the Partner sign up form. The Partner may be classified in more than one of the categories mentioned hereinabove.

   6. WorkFam shall provide the Partner with access to the Partner Portal and Dashboard for the Partner to upload its Service Offerings on the Platform and to enable the Partner to track the User’s views, visits, bookings and sales. The Partner expressly acknowledges that in maintaining the accuracy of the Partner Portal, WorkFam shall rely on the accuracy of the information and data captured by the Partner on the Partner Portal.

   7. The Partner shall comply with its obligations in terms of this Agreement as well as all applicable laws and regulatory requirements with respect to its access and use of the Platform.

   8. WorkFam reserves the right to update, modify, restrict access to, or discontinue the Platform or any part thereof at any time within its sole and absolute discretion.

4. OBLIGATIONS OF THE PARTNER

   1. The Partner will provide WorkFam with the necessary logos, marketing material and information pertaining the Service Offerings from time to time to enable WorkFam to display and to market same on the Platform.

   2. The Partner shall be responsible for uploading the Service Offerings, including any associated terms and conditions, through the Partner Portal. WorkFam shall assist the Partner in uploading its first Service Offerings.

   3. The Partner may make requests to WorkFam’s administration to upload the Service Offerings and/or edit existing Service Offerings on the Dashboard, which shall be subject to the approval of such request by WorkFam

   4. To the extent that the Partner does not have a website where the User can book to participate in the Service Offerings, the Partner shall provide WorkFam with e-mail addresses and/or phone numbers for WorkFam to display on the Platform, or a link to the Partner’s website for Users to use to book to participate in Service Offerings from the Platform.

   5. To the extent that the Partner has a website where the User can enquire as to the availability of bookings for Service Offerings, the Partner will facilitate an integration of their website with the Platform such that booking enquiries by Users and confirmations of bookings by the Partner to the User are directed through the Platform and are logged through the Partner Portal.

   6. To the extent that the Partner has a website where the User can book to participate in the Service Offerings instantly, the Partner will facilitate an integration of the Partners’ Application Programming Interface (“API”) to the Platform, including providing WorkFam with open access to its API’s to enable WorkFam to attend to such integration to facilitate bookings for the Service Offerings directly from the Platform.

   7. To ensure optimal benefits from the promotion, marketing and booking of the Service Offerings, the Partner shall follow all reasonable instructions given by WorkFam from time to time with respect to the use of the Partnership Portal and compliance with the Partner’s obligations in terms of clause 3(1).

   8. The Partner agrees to keep the information related to the Service Offerings updated at all times.

   9. WorkFam has the right to, in its sole discretion, determine whether or not the Partner’s conduct is appropriate and complies with this Agreement, the Privacy Policy or any other internal policy as communicated by WorkFam.

   10. In the event the commercial license of the Partner provided to WorkFam is amended, the Partner undertakes to provide WorkFam with such amended license immediately. In case of any license suspension or non-compliance with any government approval that is required for the performance of the Service Offerings, the Partner undertakes to immediately cease from using the Platform and promptly notify WorkFam of such suspension and/or non-compliance.

   11. The Partner shall not use a User’s information supplied by or accessed through WorkFam to attempt, persuade or induce a User to avail a Service Offering outside the Platform, failing which such an event shall be considered to be a material breach of this Agreement.

5. INFORMATION

   1. WorkFam shall rely on the accuracy of the information and data captured by the Partner in respect of the Service Offerings on the Partner Portal, which in turn will be displayed to Users on the Platform.

   2. The Partner shall ensure that all Partner Content captured, transmitted, uploaded, posted, submitted or linked to in the Partner Portal (i) complies with all applicable laws and regulations, (ii) does not defame, harass, abuse, threaten, or incite violence towards any individual or group, (iii) is not political, pornographic, discriminatory, or otherwise victimizes or intimidates an individual or group on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability, (iv) is not spam or constitutes unauthorized or unsolicited advertising, any other form of unauthorized solicitation, (v) does not contain or install any viruses, worms, malware, Trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party, (vi) does not infringe on any proprietary right of any party, including WorkFam, including patent, trademark, trade secret, copyright, right of publicity, or other rights, (vii) does not impersonate any person or entity, including any of WorkFam’s employees or representatives; or (viii) does not violates the privacy of any third-party;

   3. WorkFam reserves the right, in its sole discretion, to remove Service Offerings or Partner Content from the Platform in the event of a Partner providing false or misleading information in respect of the Partner or the Service Offerings.

   4. The Partner agrees to update the information pertaining to the Service Offerings from time to time.

6. GRANT OF LICENCE

   1. WorkFam grants the Partner a non-exclusive, world wide, and non-transferable license to use the Platform strictly in accordance with the provisions of this Agreement.

   2. The Partner shall not be entitled to sub license, redistribute or resell the Partner Portal or to allow access to the Partner Portal by any third person(s) under any circumstances.

   3. The Partner agrees not to translate, function map or create derivative works based on the Platform, nor reverse assemble, de compile or reverse engineer any of the Platform, whether in whole or in part, or otherwise attempt to utilise any source code in respect of the Platform.

   4. The Partner is entirely responsible for any and all acts and activities in utilizing the Platform. WorkFam are not responsible for any public display or misuse of the Partner Content. The Partner acknowledges that any liability, loss or damage that occurs as a result of any such Partner Content is solely the Partner’s responsibility. The Partner further undertakes and agrees to indemnify and hold WorkFam (and any third-party) harmless from any liability, loss or damage that may occur as a result of any such Partner Content.

7. PROVISION OF SERVICE OFFERINGS

   1. On the User reserving a Service Offering through the Platform, WorkFam shall provide the Partner with a booking request. The Partner shall promptly consider the booking request and accept/reject such request via the Platform. On acceptance of a booking request by the Partner, WorkFam shall provide the Partner with a Confirmation Order.

   2. The Partner agrees and acknowledges that, following the Partner’s acceptance of a booking request, such Partner shall directly engage with the User and shall undertake and/or provide each relevant Service Offering in accordance with any applicable terms and conditions, in each case in accordance with best industry practice and to the satisfaction of the User. The Partner will be solely responsible for delivery of each Service Offering. The Partner shall not provide or deliver any Service Offering to a User prior to receiving a corresponding Confirmation Order from WorkFam.

   3. The Partner agrees and acknowledges that the User shall be solely responsible to settle any applicable Service Offering Fee directly with the Partner and that WorkFam shall have no liability towards nor be responsible for the payment, collection or recovery of the Service Offering Fee from a User. The Partner expressly releases WorkFam from any and all liabilities related to the Service Offering Fee.

   4. The Partner shall solely be responsible for any actions or omissions attributable to the Partner in connection with the performance of any Service Offering. At no point shall WorkFam be held liable for the delay in, delivery, timeliness, availability or quality of any of the Service Offerings or accuracy or correctness of any information provided by the Partner to the Users.

   5. The Partner shall abide by all local and federal laws, rules, and regulations applicable in the United Arab Emirates, as amended from time to time. WorkFam disclaims all responsibility for the Partner’s non-compliance with these laws and regulations.

   6. A Partner may remove any Service Offering from the Partner Portal, at any time, but shall be obliged to deliver any Service Offering which has been subject to a Confirmation Order prior to the date of removal.

8. CANCELLATIONS AND RESCHEDULING OF BOOKINGS AND REFUNDS

   1. All cancellations and rescheduling of bookings by the Partner shall be communicated directly between the Partner and the User. WorkFam has no role or involvement in the cancellation or rescheduling of bookings and has no liability to the Partner or User for any cancelled or rescheduled booking. The Partner acknowledges and understands that the Partner shall be responsible for making any applicable refunds to a User and that WorkFam shall not be responsible for making any refund to a User.

   2. WorkFam shall not be responsible for the reimbursement of a cash refund mistakenly provided by the Partner to a User.

   3. The Partner expressly releases WorkFam from any and all liabilities related to the cancellation of any Service Offerings and Service Offering Fee. The Partner agrees and acknowledges that WorkFam is not responsible for resolving any disputes between the Partner and any User, whether related to a booking cancellation, or processing any changes to bookings, or otherwise, and that WorkFam disclaims any and all liability in this regard.

9. INTELLECTUAL PROPERTY

   1. Ownership of the Intellectual Property is retained by WorkFam.

   2. The Partner agrees and acknowledges that it has no rights in and to the Intellectual Property rights held by WorkFam.

   3. Other trademarks, service marks, graphics and logos used in connection with the Platform and the Service Offerings may be the trademarks of other third parties.

   4. Any trademarks that appear, are displayed, or are used on the Platform from time to time or as part of the Service Offerings (unless owned by the Partner) may not be copied, downloaded, reproduced, used, modified, or distributed in any way without prior written permission from WorkFam.

   5. Nothing contained in this Agreement shall convey any title or proprietary rights or interest to the Partner in or to the Intellectual Property. We reserve all rights that are not expressly granted to the Partner under this Agreement.

   6. The Partner authorizes WorkFam to use the Partner’s logos and Partner Content for the purpose of use on the Platform and as part of WorkFam’s marketing material. The Partner retains ownership over any intellectual property they own, whether registered or not.

10. MAINTENANCE

    WorkFam shall be entitled from time to time make improvements, changes or upgrades to the Platform on reasonable notice to the Partner, such notice to be given by WorkFam of the suspension or interruption of the operation of the Platform for the purposes of maintenance or making improvements, changes or upgrades thereto.

11. RELATIONSHIP WITH WORKFAM AND USERS

    1. The relationship between WorkFam and the Partner under this Agreement shall be that of an independent contractor relationship. Nothing contained in these Agreement shall be construed as creating a partnership, joint venture or agency relationship, or establishing an employment between WorkFam and the Partner. The Partner shall not be authorized to make contracts in WorkFam’s name, or to transact any business in the name of WorkFam, or to assume or create any obligation or responsibility binding on WorkFam in any matter whatsoever.

    2. The Partner agrees to be bound by the Privacy Policy (including when receiving the personal data of the Users). The Partner agrees to not solicit additional personal data from the Users. The Partner agrees to indemnify WorkFam against any claims arising from their use of the User’s personal data.

12. REPRESENTATIONS AND WARRANTIES

    1. The Partner represents and warrants that:

       1. it has the authority and is competent to validly enter into and/or be bound by this Agreement;

       2. it has the required licenses, and credentials to provide the Service Offerings;

       3. it will provide and maintain accurate Account information;

       4. it owns or has the necessary licenses, rights, consents, permissions, and authority to authorize WorkFam to use the Partner Content as specified in this Agreement;

       5. the Partner Content will not infringe or misappropriate any third party's intellectual property rights; and

       6. it will ensure a quality of service that corresponds with the standards of the industry in general.

13. TERMINATION

    1. This Agreement may be terminated by the Partner by giving written notice 30 days prior.

    2. WorkFam retains the right to terminate this Agreement and deny access and use of the Platform or Account to the Partner for any reason, with or without prior notice.

    3. WorkFam will retain and use the Partner’s information as necessary to comply with legal obligations, resolve disputes, and enforce agreements, and will delete the Partner’s profile and Partner Content from the Platform to the extent possible in accordance with this Agreement and any applicable law.

    4. All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

14. DISCLAIMER OF WARRANTIES, LIABILITY AND INDEMNITY

    1. The Platform is provided on an “AS IS” basis.

    2. WorkFam cannot and does not guarantee that the Platform will operate in accordance with the Partner’s specific requirements or that the same will be uninterrupted or error free.

    3. The Partner acknowledges and agrees that WorkFam is not making any representation, guarantee or agreement regarding the total amount of revenue, if any, which will be generated by the Platform.

    4. WorkFam shall not be liable for any delay, failure, breakdown, damage, loss, cost, claim, penalty, fine, legal expenses or expense arising from (i) the use of the Platform; (ii) operator error on the part of the Partner; (iii) fault in hardware, third party software or software supplied to or obtained by the Partner in utilizing the Platform; (iv) the intentional or negligent act or omission of any person not being a duly authorized employee, sub-contractor, or agent of WorkFam, or any third party not authorized to act; or (v) the actions, omissions or service interruptions in respect the application of a utilities provider or third party service provider, including a telecommunications network service provider.

    5. WorkFam shall not be liable for loss of data, loss of profits or for indirect, incidental, special or consequential damages arising out of or in connection with (i) the performance or use of the Platform; (ii) arising from the Partner’s incorporation or attachment of any program, plug-in or device to the Platform; (iii) changes to the Partner Portal from time to time; (iv) failure on the part of the Partner to provide a suitable operating environment for the use of the Platform; (iv) any failure on the part of the Partner to backup any data captured using the Platform; or (v) use of Platform for any purpose other than that for which Platform was designed.

    6. The Partner agrees that WorkFam does not have any control over the Users. If the Partner has a dispute with a User, the Partner releases WorkFam from any and all claims, demands and damages (actual and consequential) or losses of every kind and nature, arising out of such disputes.

    7. The Partner is entirely responsible for ensuring that all of its safety requirements are met in relation to all of its Service Offerings marketed and displayed via the Platform, and warrants that it shall conduct the necessary health checks and any other relevant compliance measures necessary to ensure the safe participation of the User in such Service Offerings marketed. The Partner further agrees to indemnify, defend and hold harmless WorkFam, its affiliates and its officers, directors, employees, agents, licensors and suppliers from any and all liabilities, fines, losses, expenses, legal costs and damages resulting from or in connection with any Service Offerings marketed via the Platform (including negligent, unlawful or wrongful conduct) by the Partner.

    8. The Partner hereby indemnifies and holds WorkFam harmless against any claim by a third party arising out of or in connection with the use of the Platform. The Partner further agrees to indemnify, defend and hold harmless WorkFam, its affiliates and its officers, directors, employees, agents, licensors and suppliers from any and all claims from such third parties and all expenses and legal costs relating to such a claim.

    9. WorkFam may from time to time provide hyperlinks to websites not controlled by WorkFam and such links shall not imply any endorsement, agreement or support for the content of such websites. The Partner acknowledges that WorkFam does not control or monitor the content of such websites and shall not be liable for the access to, inability to access or the content available on or through such hyperlinks.

    10. Use of the Partner Portal is entirely at the Partner’s own risk and it is understood and acknowledged by the Partner that no warranties are given by WorkFam with respect to any statutory or regulatory requirement or obligation to which the Partner may be subject to.

15. ORDER OF PRECEDENCE

    To the extent any provisions of this Agreement conflict with the provisions of the User Terms of Service or the Privacy Policy, as amended from time to time, the provisions of this Agreement shall prevail in relation to the Partner’s relationship with WorkFam.

16. MISCELLANEOUS

    1. Governing Law. This Agreement is governed by and construed in accordance with the federal laws of the United Arab Emirates, without giving effect to any choice or conflict of law provision or role. Any dispute arising out of or related to this Agreement shall be amicably settled, failing which the courts of the Dubai International Financial Centre shall be the competent authority to settle the same.

    2. Cession and Delegation. WorkFam may assign or delegate its rights or obligations under this Agreement and/or the Privacy Policy, in whole or in part, to any person or entity at any time without the Partner’s consent. The Partner may not assign or delegate any of its rights or obligations under this Agreement or the Privacy Policy without WorkFam’s prior written consent, and any unauthorized assignment and delegation by the Partner shall be considered as null and void.

    3. Notices. Notices to Partners: Reports, statements, notices and any other communications may be transmitted by WorkFam to the Partner via the email address specified by them in their Account. All communications and notices shall be deemed to be duly served by WorkFam to a Partner when electronically sent by WorkFam to the User to the email address specified in the Partner’s Account.

    4. Notices to WorkFam. All notices and any other communications may be transmitted to WorkFam (and shall be deemed to be received by or served on WorkFam) when electronically received by WorkFam at [email protected].

    5. Amendments. The Partner agrees that WorkFam may amend this Agreement from time to time, and in WorkFam’s sole discretion. You agree and undertake to review our Partner Terms of Service each time you visit the Partner Portal. Although we will use our best endeavors to notify you of any amendment to this Agreement through a dedicated link available at the Platform, we will not be required to provide you with prior notification of such amendments or changes to this Agreement and your continued use of the Partner Portal shall constitute your acceptance of such amendments or changes to the Agreement.

    6. Severability. If any part of this Agreement is held invalid or unenforceable, that part of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of WorkFam to enforce any provision of this Agreement will not be considered a waiver of WorkFam’s right to enforce such provision. WorkFam’s rights under this Agreement will survive any termination of this Agreement.

    7. Independent Advice. Each party acknowledges that it has been free to secure independent legal advice as to the nature and effect of all of the provisions of this Agreement and that it has either taken such independent legal advice or dispensed with the necessity of doing so. Further, each party acknowledges that all of the provisions of this Agreement and the restrictions herein contained are fair and reasonable in all the circumstances and are part of the overall intention of the parties in connection with this Agreement.

    8. Whole Agreement. This Agreement constitutes the whole agreement between the parties as to the subject matter hereof and no agreement, representations or warranties between the parties other than those set out herein are binding on the parties. This Agreement supersedes and replaces all prior commitments, undertakings or representatives, whether oral or written, between the parties in respect of the subject matter hereof.

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