Workona Terms of Service

Last updated: May 23, 2019

The following terms and conditions (the “Terms”) form a binding agreement between you, in your individual capacity or on behalf of the organization you represent, as applicable, and Workona Inc., a Delaware corporation (“Workona”), and govern your use of the internet-based applications, software, services and websites offered by Workona (the “Services”).

1. Customers and Authorized Users

These Terms apply to both Customers and Authorized Users, as applicable and as set forth below.

A “Customer” is you or the entity that you represent in agreeing to these Terms and creating an account on the Service, as indicated by you at the time of your creation of an account. If you create an account but are not formally affiliated with an organization, or do not have the necessary organizational authority to enter into the Terms on behalf of such organization, then you as an individual are the Customer. For example, if you signed up using a personal email address and invited a couple of friends to work on a new startup idea but haven’t formed a company yet, you are the Customer. However if you sign up using a primary email address with a domain owned by your company, and you have the necessary authority to bind your company to these Terms, then your company is the Customer.

An “Authorized User” is a person who a Customer, or a person with admin access on a Customer’s account, has invited to participate in a Customer account.

2. Acceptance of the Terms

By creating an account, or by entering into an agreement to purchase a Subscription (as defined below), you agree, as an individual or on behalf of the organization that you represent, as applicable, to be bound by these Terms as Customer.

By accepting an invitation to join a team or organization account created by a Customer or otherwise indicating your assent to these Terms, you agree to be bound by these Terms as an Authorized User of a Customer’s Subscription.

In either case, you represent and warrant that (1) you have read, understand, and agree to be bound by these Terms, (2) you are at least 13 years of age, and (3) you have the authority to enter into the Terms (on behalf of yourself or, if applicable, the organization that you represent). If you do not wish to be bound by these Terms, you may not access or use the Services. Our Services are not designed for users under the age of 13, and if you are younger than 13 you may not use the Service.

These terms incorporate by reference the Workona Privacy Policy available at https://workona.com/policies/privacy.

3. Changes to the Terms

These Terms are subject to occasional revision. We will notify you of any changes to our Terms by posting the new Terms on the Services and updating the “Last Updated” date below. We will also notify you of material changes by sending an email to the email address you have provided to us. For existing Customers and Authorized Users, any changes to these Terms will be effective thirty calendar days following notification of such change, and for new Customers and Authorized Users entering into these Terms after the new “Last Updated” date, these changes will be effective immediately. Continued use of the Services following such changes will indicate your acknowledgement of such changes and agreement to be bound by the updated version of these Terms.

4. Access to the Service

A Customer may enter into an agreement with Workona to purchase a subscription to access and use the Service, subject to these Terms (a “Subscription”). Workona may, in its sole discretion, also offer Customers the ability to access and use the Service without payment, subject to these Terms (an “Unpaid Subscription”).

Workona may terminate any Unpaid Subscription at any time, in its sole discretion, without liability to the applicable Customer or any Authorized User. In the case of a Subscription, Customer and its Authorized Users will be permitted to access and use the Service for the period set forth in such Subscription. In all events, Workona reserves the right to modify or discontinue the Service with or without notice and without liability to any Customer or Authorized User. If you object to any such modifications, your sole recourse will be to cease access to the Services.

5. Use of the Services

a.  In order to access the Service, you may be required to provide information about yourself (such as identification or contact details). It is your responsibility to ensure that such information is accurate and up to date.

b.  You agree to use the Services only for purposes that are (a) permitted by the Terms and (b) in compliance with all applicable laws, rules and regulations.

c.  You agree not to access (or attempt to access) the Service through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

d.  You agree that you will not engage in any activity that interferes with or disrupts the Service (or the servers and networks which are connected to the Service).

e.  You agree that you will not reproduce, duplicate, copy, attempt to create a substitute or similar service through use of or access to, sell, trade or resell the Services for any purpose.

f.  You agree that you will not (and you will not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Services or any part thereof, unless this is expressly permitted or required by law.

g.  You agree that you will not transmit to Workona any: (i) “personal data” (as defined by the European Union General Data Protection Regulation), (ii) “protected health information” (as defined by the United States Health Insurance Portability and Accountability Act of 1996), or (iii) any other data that is subject to regulation, without first entering into a separate agreement with Workona regarding such transmission and processing of such data, and ensuring compliance with applicable laws. You acknowledge and agree that Workona does not screen the content that you submit to Workona, and as such relies on your compliance with this paragraph.

h.  You agree that you are responsible for your own conduct and Content while using the Services and for any consequences thereof.

i.  You agree to maintain the confidentiality and security of your password and any other account information. You agree to notify Workona immediately at support@workona.com it you become aware of any unauthorized use of your password or of your account.

j.  You agree that for each Customer account, certain users assigned by Customer (“Admin Users”) may have administrative privileges which can access and modify your Content on the Service, and may remove your ability to access the Customer account and such Content. You agree that Workona will have no liability to you for actions taken by Admin Users.

k.  You acknowledge and agree that if you are a Customer, and the domain of the primary email address associated with your account is owned by an organization, and an authorized representative of that organization wishes to purchase a Subscription and add you to its account, then certain information concerning your existing account may become accessible to that organization’s Admin Users, including your name and email address, and your account and related Content may be added to the Subscription without your prior consent.

l.  You acknowledge and agree that if you an Authorized User (including if you become an Authorized User of an organization’s account pursuant to Section 5(k)), your account information may also be visible to other Authorized Users in the account.

6. Billing and Payment

a.  For each Subscription, Workona will bill the Customer in advance for use of the Services in the amount and on the frequency indicated in the Subscription. Workona reserves the right to modify pricing at any time, subject to compliance with the terms of any existing Subscriptions for the term thereof, in which case price increases during such term will go into effect upon renewal of the Subscription. If a Customer upgrades to a higher pricing level or tier, Workona will credit any remaining balance from previous Subscription payment to your new level or tier. All fees paid for a Subscription are non-refundable.

b.  Each Customer agrees to maintain valid and up-to-date credit-card billing information on file with Workona. Customer may update this billing information at any time in the settings on its account with Workona. Workona may permit, in its sole discretion, payment by invoice, if agreed upon in writing by Workona.

c.  All payments due are in U.S. dollars unless otherwise agreed in writing by Workona. Payments by credit card are due upon commencement of the Subscription and each renewal thereafter. Payments by invoice are due 10 days after invoice date, unless otherwise agreed in writing. Late payments will be charged interest at the rate of 1.5% per month (or, if lower, the highest rate permitted by law). Customer will pay all reasonable expenses incurred by Workona in collecting late payments, including attorneys fees. Workona may suspend or downgrade Customer’s account if fees are not paid when due.

d.  At the end of each Subscription, such Subscription will automatically renew for successive terms equal to the original Subscription term, unless Customer terminates the Subscription prior to such renewal.

e.  Customer is responsible for any taxes, duties, and customs fees associated with its Subscription (other than Workona’s income tax) (collectively “Taxes”), and Customer will pay Workona all amounts due under its Subscription without any reduction for Taxes. If Workona is obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide Workona with a valid tax exemption certificate authorized by the appropriate taxing authority. If you are required by law to withhold any Taxes from your payments to Workona, you must provide Workona with an official tax receipt or other appropriate documentation to support such payments.

7. Content in the Services

You understand that all information and web content which you may have access to as part of, or through your use of, the Services (the “Content”) is the sole responsibility of the person from which such Content originated. By using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk. Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who own such Content. Workona reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. You agree that you are solely responsible for any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which Workona may suffer) by doing so.

8. Proprietary rights

a.  You acknowledge and agree that Workona owns and retains all legal right, title and interest in and to the Services, including all intellectual property rights related thereto (whether registered or unregistered, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Workona and that you shall not disclose such information without Workona’s prior written consent.

b.  Workona hereby grants you a personal, worldwide, royalty-free, non-sublicensable, non-assignable, and non-exclusive, non-transferable and revocable license to access and use the Services in compliance with these Terms. You acknowledge and agree that you obtain no intellectual property rights under these Terms, except for the limited license explicitly contained herein.

c.  You retain copyright and any other rights you already hold in Content which you submit, share, upload, post or display on or through the Services. You hereby grant Workona a limited license to use your Content to provide the Services, including the right to reproduce, adapt, modify, translate, publish, and distribute Content.

d.  Workona may anonymize and aggregate your Content (as so anonymized and aggregated, the “Anonymized Content”) for the purpose of analyzing and improving the performance of the Service, developing machine learning algorithms underlying the Service, recommending publically available applications or web content to other users of the Service, producing and publishing marketing content, and otherwise operating its business. You hereby grant Workona a worldwide, non-exclusive, royalty-free, license to use, copy, reproduce, distribute, prepare derivative works of, display and perform any and all Anonymized Content for such purposes, provided that no such use of the Anonymized Content identifies Customer or any Authorized User.

e.  You represent and warrant to Workona that you have all the rights, power and authority necessary to grant the above licenses. You agree that you will not submit, share, upload, post or display Content on or through the Service that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to submit, share, upload, post or display the Content and to grant Workona all of the license rights granted herein.

9. Publicity

If you are a Customer, you hereby grant Workona permission to use and display your organization’s name and logo on Workona’s website and in marketing materials, and to identify you as a customer of Workona. To request removal of this identification, please notify us in writing at support@workona.com. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to do so and why.

10. Termination

These Terms will continue to apply until terminated by either you or Workona as set out below.

Either party may terminate these any Subscription in the event that the other party materially breaches these Terms and does not cure such breach within 30 days after receipt of written notice thereof.

A Customer may terminate a Subscription at any time (a) by notifying Workona at any time at support@workona.com or (b) via the interface provided as part of the Services, provided that in no event will Customer be entitled to a refund of prepaid by unused fees.

An Authorized User may terminate these Terms at any time (a) by notifying Workona at any time at support@workona.com or (b) via the interface provided as part of the Services.

Workona may terminate these Terms or any Subscription, at any time if: (a) Customer or any Authorized User has breached any provision of the Terms (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); (b) Workona is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (c) Workona is transitioning to no longer providing the Services to users in the area in which you are resident or from which you use the service; or (d) if the provision of the Services to you by Workona is, in Workona’s sole opinion, no longer commercially viable.

Workona may terminate any Unpaid Subscription at any time with or without notice.

Upon termination of these Terms or any Subscription, all of the legal rights, obligations and liabilities under these Terms arising prior to such Termination or which are expressed to continue indefinitely, shall survive such Termination indefinitely.

11. EXCLUSION OF WARRANTIES

THE SERVICES ARE PROVIDED “WITH ALL FAULTS” AND ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. WORKONA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ACCURACY. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WORKONA MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR FREE, OR FREE OF VIRUSES OR BUGS; NOR DOES WORKONA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE.

TO THE EXTENT THAT WORKONA MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED UNDER SUCH APPLICABLE LAW.

12. LIMITATION OF LIABILITY

IN NO EVENT WILL WORKONA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, LOSS OF USE, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT WORKONA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, WORKONA’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (I) $50, AND (II) THE TOTAL AMOUNT OF FEES PAID BY YOU TO WORKONA DURING THE TWELVE (12) MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES.

TO THE EXTENT THAT WORKONA MAY NOT, AS A MATTER OF APPLICABLE LAW, LIMIT LIABILITIES, THE EXTENT OF WORKONA’S LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.

13. Indemnification

You hereby agree to indemnify, defend and hold Workona, its resellers, partners, officers, directors, agents, affiliates, and licensors (the “Indemnified Parties”) harmless from and against any claim or liability arising out of (a) any Content you submit, share, upload, post or display on or to the Service; (b) any use by Workona end users of your Content; (c) any breach of or noncompliance with any representation, warranty or obligation in these Terms or applicable policies; and (d) any claim that your Content violates any applicable law, including without limitation that it infringes the rights of a third party. You shall cooperate fully in the defense of any claim. Workona reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the Services may be irreparable; therefore, Workona is entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies.

14. Copyright policies

Workona does not permit infringement of intellectual property rights on its Services. Workona may remove Content if it believes or has reason to believe such Content infringes on another’s copyright. Without prior notice and at any time at its sole discretion, Workona reserves the right to remove any Content, disable your ability to share or upload Content within the Service, or terminate your access to the Service (a) for uploading or sharing such Content in violation of these Terms; or (b) if, under appropriate circumstances, you are determined to be a repeat infringer.

Workona reserves the right in its sole discretion to decide whether your conduct is inappropriate and whether it complies with these Terms for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material, etc. Workona may terminate your access for such inappropriate conduct in violation of these Terms of Service at any time and remove any such objectionable Content, without prior notice and at its sole discretion.

If you believe that Workona, or any user of the Services, has violated a copyright, trademark or other right you claim in your work, please contact us pursuant to the U.S. Digital Millennium Copyright Act (“DMCA”) at legal@workona.com.

15. General legal terms

a.  The Terms constitute the entire legal agreement between you and Workona and govern your use of the Services, and completely replace any prior agreements between you and Workona in relation to the Services.

b.  You agree that Workona may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

c.  You agree that if Workona does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Workona has the benefit of under any applicable law), this will not be taken to be a waiver of Workona’s rights and that those rights or remedies will still be available to Workona.

d.  If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

e.  The Terms, and your relationship with Workona under the Terms, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Workona agree to submit to the exclusive jurisdiction of the courts located within San Mateo County, California to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Workona shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

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