Time Off Balance Terms of Service

1. The agreement

These Terms of Service are an agreement between cloudIMPACT, LLC ("cloudIMPACT", "we", "us"), a Pennsylvania company based in Furlong, Pennsylvania, and you. They cover Time Off Balance ("the Service"): the browser extension, the admin portal at admin.cloudimpact.com, and related support. Our website, cloudimpact.com, has its own Website Terms of Use ↗. Workday is a trademark of Workday, Inc. Time Off Balance works with Workday but is not made, sponsored or endorsed by Workday, Inc.

When you sign up for the Service, or agree to these Terms on behalf of a company, the company you sign up for is the Customer and is bound by these Terms. You confirm that you are authorized to accept them for the Customer. If you aren't, don't sign up.

Our Privacy Policy explains how we handle personal information in the Service and is part of these Terms. If the Customer has a separate signed agreement with cloudIMPACT for the Service, that agreement wins where it differs from these Terms.

The Service is for businesses, not for personal or household use.

2. Accounts and who uses the Service

Admins. People the Customer authorizes ("Admins") sign in to the admin portal to manage the Service. Each Admin must use their own work email, keep their password and second sign-in step to themselves, and tell us promptly at the contact below about any unauthorized use. The Customer is responsible for what its Admins do in the portal.

Employees. The Customer decides which of its employees use the extension and is responsible for their use of it. Each employee signs in with their own Workday account and sees only what Workday allows them to see.

Accurate information. You'll give us accurate sign-up and billing information and keep it up to date. One account per Workday tenant: you may sign up only a Workday tenant that belongs to the Customer.

cloudIMPACT staff may open the Customer's admin portal to help, only when the Customer's security settings allow it. Every visit is shown in the Customer's activity log.

3. Plans, licenses and payment

Plans. The Service is offered on the plans described on our plans page ↗ and in the admin portal. What each plan includes and its limits (for example how many licenses and Admins it covers, how often balances refresh, how much activity log is kept, and the support that comes with it) are as shown there, and we may update them from time to time.

Free. The Free plan costs nothing and covers the number of licenses and Admins shown on the plans page. Its license limit is a hard limit: once every license is in use, additional people can't use the Service until a license frees up (a person who hasn't used it for 30 days no longer takes one) or the Customer moves to a paid plan. We may change the Free plan, including its limits, or end it, with 30 days' notice to the Customer.

Paid plans. Paid plans are sold as yearly subscriptions to a license pack (for example 50, 100 or 250 licenses), at the prices shown in the admin portal when you buy. Larger packs cost less per license. A license covers one person who uses the Service, however many browsers or devices they use; a person counts as using it when they loaded their balances in the last 30 days. If we remove a material feature from a paid plan during a year the Customer has already paid for, the Customer may cancel and we'll refund the unused part of that year.

Approval. New Customers start on Free. A paid plan starts only after cloudIMPACT approves the Customer, at our discretion. Once approved, the Customer pays by card or bank transfer through our payment processor, Stripe. Invoices and purchase orders are available only to Customers we approve for them, on the terms we agree.

Billing and renewal. Each pack is billed in full, yearly in advance, whether or not every license is used. Subscriptions renew automatically for another year at the then-current price unless canceled before the renewal date. Moving to a larger pack during the year is billed for the rest of that year. Fees are in US dollars and exclude taxes, which the Customer pays (other than taxes on our income).

Using more licenses than the plan includes. On a paid plan, if more people use the Service than the plan covers, we'll tell the Customer, and the Customer agrees to move to a pack that covers them. We won't cut employees off for going over, unless the Customer hasn't moved to a pack that covers them within 30 days of our notice. In that case we may enforce the license limit: people beyond the number of licenses, starting with those who began using the Service most recently, can't use it until the Customer adds licenses. We'll tell the Customer before we do, and stop when it has enough licenses. A plan shown on the plans page as having a hard license limit works this way from the start.

Late payment. If a payment is late, we may remind the Customer and, after at least 15 days' notice, suspend the paid features or move the Customer to Free until it is paid.

Refunds. Fees are non-refundable, except where these Terms say otherwise or the law requires.

4. Acceptable use and the Customer's responsibilities

You and the Customer's users won't:

• use the Service to break the law or anyone's rights, or to see Workday data a person isn't allowed to see;
• try to get around licenses, plan limits, security, or the second sign-in step;
• copy, resell, sublicense or rent the Service, or offer it to anyone outside the Customer, or use it to build a competing product;
• reverse engineer the Service, except where the law allows it despite this restriction;
• probe, scan or test the Service's security, or overload it, without our written permission;
• upload anything harmful, such as malware, or content the Customer has no right to use (for example in branding).

The Customer is responsible for:

• setting up its Workday tenant for the Service (registering the API Clients and the security that decides who sees what), and for its Workday agreement;
• telling its employees about the extension as its own policies and the law require;
• the settings it chooses and the content it adds, such as logos, names and help links.

5. Data and ownership

Customer data. The Customer owns the information it and its users put into the Service, such as settings, branding and admin details ("Customer Data"). The Customer gives us permission to use Customer Data only to provide, secure and support the Service, and as our Privacy Policy describes. Employees' time-off balances and other Workday data go straight from Workday to the employee's browser and are never sent to us.

Personal information. For information about the Customer's employees, the Customer is responsible for it and we process it on the Customer's behalf, following the Customer's instructions as set out in these Terms and the Privacy Policy. We'll keep Customer Data confidential, protect it with reasonable security, and tell the Customer without undue delay if we learn of a breach affecting it.

Our rights. cloudIMPACT owns the Service, including the extension, the portal, their software, content and design, and the cloudIMPACT and Time Off Balance names and logos. During the subscription, we give the Customer a non-exclusive, non-transferable right for its employees and Admins to use the Service for the Customer's internal business. Nothing else is transferred.

Usage information. We may use counts and statistics about how the Service is used, which don't identify the Customer or any person, to run and improve it.

Feedback. If you send us ideas or suggestions, we may use them without owing you anything.

6. Availability, support and changes

Availability. We work to keep the Service running, but it may be unavailable at times, for example for maintenance or because of problems outside our control. The extension keeps working on its last settings and license for a while if it can't reach us.

Support. Each plan includes the support shown for it on the plans page; every plan includes email support.

Changes to the Service. We improve the Service over time and may change features. We won't make a change that materially reduces what a paid plan includes during its current subscription year.

Third-party services. The Service works with services we don't control: the Customer's Workday tenant, Stripe for payments, and the Chrome, Edge and Firefox browsers and their add-on stores. Their own terms apply to them, and we aren't responsible for them. If Workday or a browser changes in a way that affects the Service, we'll work to adapt but can't promise it will keep working the same way.

Changes to these Terms. We may update these Terms. We'll post the new version with a new date and tell Customers by email or in the admin portal at least 30 days before a material change takes effect. Continuing to use the Service after that means accepting it. A Customer that doesn't accept a material change may cancel before it takes effect and get a prorated refund of fees prepaid for the rest of the subscription year.

7. Term, suspension and ending

Term. These Terms apply from sign-up until the Customer's account is closed. Paid subscriptions run for a year at a time and renew as section 3 says.

Canceling. The Customer can cancel a paid plan's renewal at any time, effective at the end of the current subscription year, and can close its account by emailing us. Paid fees aren't refunded for the rest of the year, except as section 6 says.

Suspension. We may suspend access, after notice where practical, if a Customer or user breaks section 4, if a security threat requires it, or if payment is late as section 3 says.

Ending. Either side may end these Terms if the other materially breaks them and doesn't fix it within 30 days of written notice. We may also end the Free plan for a Customer with 30 days' notice.

After it ends. The right to use the Service stops, and the extension stops showing balances. For 30 days, the Customer can ask us for a copy of its Customer Data; after that we delete it as our Privacy Policy describes. Sections 3 (fees owed), 5, 8, 9 and any others that by their nature should continue, continue after these Terms end.

8. Warranties, liability and indemnity

Disclaimer. The Service is provided "as is" and "as available". To the extent the law allows, cloudIMPACT makes no warranties, express or implied, including of merchantability, fitness for a particular purpose, non-infringement, or that the Service will be uninterrupted or error-free. The balances the extension shows come from Workday; Workday remains the record of an employee's time off.

Limit on liability. To the extent the law allows:

• neither side is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or data, even if told they were possible; and
• each side's total liability under these Terms is limited to the fees the Customer paid cloudIMPACT for the Service in the 3 months before the event that caused it. For a Customer on Free, which pays no fees, cloudIMPACT's total liability is US $0.

These limits don't apply to the Customer's obligation to pay fees, to either side's indemnity below, or to liability that can't be limited by law.

Indemnity. The Customer will defend cloudIMPACT against claims by third parties arising from Customer Data, the Customer's Workday setup, or its users' breach of section 4, and pay resulting costs and damages. cloudIMPACT will defend the Customer against third-party claims that the Service, as we provide it, infringes their intellectual property rights, and pay resulting costs and damages; if that happens we may modify the Service, get the needed rights, or end the affected subscription and refund the prepaid fees for the rest of its term. The side claiming protection must tell the other promptly, let it control the defense, and cooperate.

9. Law, disputes and general terms

Governing law and courts. These Terms are governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws rules. Any dispute will be heard only in the state or federal courts for Bucks County, Pennsylvania, and both sides agree to those courts' jurisdiction. Before going to court, each side will try in good faith to settle the dispute by talking for at least 30 days, except for urgent requests to stop misuse.

General.

• Whole agreement. These Terms, the Privacy Policy and any order or signed agreement for the Service are the whole agreement about it.
• Assignment. Neither side may transfer these Terms without the other's consent, except to a company that takes over all or most of its business.
• Events outside our control. Neither side is responsible for delays caused by events beyond its reasonable control, other than paying fees.
• Notices. We send notices to the Customer's Owner email in the admin portal; the Customer sends notices to the contact below.
• No waiver; severability. Not enforcing a term isn't a waiver of it. If a term can't be enforced, the rest still applies.
• Independent parties. These Terms don't create a partnership, employment or agency.
• Export and sanctions. The Customer won't use the Service where US law forbids it.
• Publicity. We may name the Customer as a customer only with its prior written consent.

Contact. cloudIMPACT, LLC, 720 Edison Furlong Road, P.O. Box 14, Furlong, Pennsylvania, USA. Email: sales@cloudimpact.com.