"Applicable Law(s)" means any applicable laws, rules, or regulations of any U.S. or foreign national, state, cantonal, communal, provincial, or local jurisdiction, including without limitation any education, privacy, foreign exchange, tax, or employment laws or regulations.
"Customer Content" means all text, graphics, pictures, data, documents, information and other materials of any kind posted on or made available through the Service by Customer.
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
"License Fee(s)" means the monthly fees payable by Customer to Workshare for the right to use the Service on the Site, as set forth on the Site.
"Named Users" means the specific individual employees of Customer identified by name (at the time of registration or by subsequent amendment to the Named Users list) for whom Customer has paid the applicable License Fee and who are licensed to access and use the Services.
"Personal Information" means information that specifically identifies an individual (such as a name, address, telephone number, e-mail address, student ID number, credit card or other account number) or that is associated with an identifiable person (such as grades, demographic information or information about a person's activities when such information is linked to personally identifying information). Personal information does not include "aggregate" information, which is data collected about the use of the Service or categories of individuals, from which any personal information has been removed.
"Service Providers" means third party vendors, consultants and other service providers who are engaged by or working with us in connection with providing the Services.
"Services" means, individually or collectively, the Workshare document collaboration and management systems and software to which Customer has subscribed and which are provided by Workshare as a software-as-a-service application, together with all related services and components provided by Workshare.
"Site" means the Workshare website through which the Services are accessed.
"Software" means the proprietary Workshare software, whether accessed online or downloaded by Customer, that is used in connection with the Services. "
Tax(es)" means any taxes, fees, charges or duties and any interest, penalties, fines or other additions to tax, including, without limitation, sales, use, excise, value added, goods and services, stamp, import, export, customs, transfer, and similar taxes imposed by any domestic or foreign taxing authority, instrumentality, or agency.
"Technology" means all of Workshare's proprietary process and technology, including, without limitation, the Services, software, hardware, documentation, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information, made available to Customer by Workshare in providing the Services.
"Workshare System" means the computer equipment, servers, software, network equipment and components, functions, protocols, methodologies, and processes used by Workshare to operate, support, and provide the Services. Workshare may use third parties to provide all or a part of the Workshare Systems.
2. Registration and Account Information.
Customer must register and create an account with Workshare as a condition to using the Service. In order to register with Workshare, Customer must provide complete and accurate information as requested in the registration process which includes [(a) a valid email address, which will be used as a unique identifier for Customer's account, (b) Customer's name, (c) the zip code of Customer's principal place of business, and (d) a password. Customer will maintain and update all information provided by Customer during registration as required to keep it current, complete and accurate. If Customer provides any inaccurate information or fails to keep such information current, complete and accurate, Workshare may terminate Customer's account and Customer's right to use the Services. Customer shall maintain the security and confidentiality of all passwords issued to Customer. Customer agrees not to transfer or share Customer's user name or password, or lend or otherwise transfer Customer's use of or access to the Services, to anyone. Customer is responsible for any and all activities that occur under Customer's account. Customer agrees to immediately notify Workshare of any unauthorized use of Customer's account or any other breach of security related to Customer's account or the Services.
3. Grant of Rights
4. Obligations of Customer
4.1 Customer Systems. Customer is solely responsible for providing and maintaining, at its own expense, all equipment, facilities and services necessary to access and use the Services, including, without limitation, computer hardware and software, modems, telephone service and Internet access ("Customer Systems").
4.2 Customer Content. Customer is solely responsible for all Customer Content, including without limitation the accuracy, quality, integrity, completeness, legality, reliability, appropriateness, and intellectual property ownership of such Customer Content. Workshare shall not be responsible or liable in any manner for such Customer Content or for the deletion, correction, destruction, damage, or loss thereof. Customer shall not, and shall not permit any Named User to, upload, transmit, use, or post on or in connection with the Services, any Customer Content that (i) infringes upon or violates any third party's Intellectual Property Rights, rights of publicity, rights of privacy, contract or other rights; (ii) is defamatory obscene, pornographic, indecent, harassing, threatening, inflammatory, or fraudulent; (iii) violates any Applicable Law, or (iv) that would otherwise create liability for Workshare or its Service Providers or cause any harm to anyone. Workshare reserves the right to delete or block access to any Customer Content at any time in its sole discretion if it receives any notices or otherwise believes that such Customer Content may be in violation of Applicable Law or these Terms or Use or may otherwise violate the rights of, or cause any harm or liability of any kind to, Workshare or any third party. Customer shall make sure that the Customer Content does not exceed the specified storage limits.
4.3 License to Customer Content. Customer hereby grants to Workshare a nonexclusive, non-transferable, royalty-free, worldwide license to reproduce, distribute, display, perform, and modify the Customer Content solely as necessary to provide the Services as set forth in this Agreement. Except for the licenses granted in this Agreement, Customer reserves ownership of all right, title, and interest in and to all Customer Content.
4.4 Compliance with Laws. In using the Services, Customer shall comply, and shall make sure that it's Named Users comply, with all Applicable Laws.
6. Intellectual Property Ownership
6.2 Customer Rights. As between the parties, Customer owns all right, title and interest in and to: (i) the Customer Content, including all Personal Information; (ii) all modifications to the Customer Content; (iii) all derivative works of the Customer Content; and (iv) any and all Intellectual Property Rights embodied in any of the foregoing.
Each party agrees not to use or disclose to third parties any Confidential Information of the other party, except that Workshare may use and disclose Customer's Confidential Information as necessary to carry out the Services, including to Service Providers and others who assist Workshare in providing the Services. Notwithstanding the foregoing, either party may disclose the other party's Confidential Information in response to a judicial or governmental order, provided that such party shall: (i) provide the other party at least thirty (30) days prior notice of any intended disclosure; and (ii) assist the other party in obtaining a protective order if requested. Each party will take reasonable measures to protect the confidentiality of the Confidential Information of the other party. Without limiting the foregoing, each party shall take at least those measures that it takes to protect its own most highly confidential information. Each party shall immediately notify the other party in the event of any unauthorized use or disclosure of the Confidential Information of which it becomes aware.
8. Payment Terms
8.1 Payment. Customer shall pay to Workshare the monthly License Fees as set forth on the Site for the applicable Services and subscription plans selected by Customer as set forth in the Customer Registration. Workshare will automatically charge Customer's credit card on file for the License Fees to be paid by Customer to Workshare pursuant to this Agreement. If the Term commences after the first of the month, the License Fees for the first month shall be charged upon registration and the first month's License Fees shall be prorated. Thereafter, all License Fees will be automatically charged in advance on or around the first day of each calendar month until the Services are terminated. Workshare may increase the License Fees and otherwise change its fee structure at any time and from time to time by posting such revised fees on the Site. Workshare shall give not less than 30 days' prior written notice to Customer of any such changes. Workshare may give such written notice by email to the email address provided by Customer during registration, as updated by Customer.
9. Term; Termination
9.2 Termination. Either party may terminate the Services at any time upon written notice to the other party.
9.3 Procedure Upon Termination. Upon termination of the Services, Customer will cease all use of the Services, and Workshare shall have the right to delete all of the Customer Content that may be stored in connection with the Services.
10. Suspension of Services.
Workshare may suspend Customer's right to access or use any or all of the Services immediately upon notice to you if Workshare believes in good faith that:
(a) Customer's use of the Services (i) poses a security risk to the Services or any third party, (ii) may adversely impact the Services or the systems or content of any other Workshare customer, or (iii) may subject Workshare or its Service Providers, affiliates or any third party to liability; or
11. Discontinuation or Modification of Services.
Workshare reserves the right to modify or discontinue the Services at any time, including adding, changing or removing any features or functionality of the Services. Workshare will notify you of any material change to or discontinuation of the Services, and your sole remedy shall be to terminate the Services.
12. Representations and Warranties
12.1 No Workshare Warranties. Customer acknowledges that Customer is participating in the Software and the Services and that the Software and the Services may contain bugs, errors and defects. ACCORDINGLY, THE SOFTWARE AND THE SERVICES ARE PROVIDED BY WORKSHARE ACCEPTED BY CUSTOMER "AS IS" AND "WITH ALL FAULTS, DEFECTS AND ERRORS." WORKSHARE MAKES NO WARRANTY, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, REGARDING THE SOFTWARE, THE SERVICES, OR ANY OTHER ITEMS OR SERVICES PROVIDED IN CONNECTION THEREWITH, INCLUDING WITHOUT LIMITATION REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, PERFORMANCE, AVAILABILITY, SECURITY, ACCURACY OR COMPLETENESS OF THE SOFTWARE OR THE SERVICES OR ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WORKSHARE SHALL HAVE NO LIABILITY FOR ANY ERROR, OMISSION OR DEFECT IN THE SOFTWARE OR THE SERVICES, ANY INABILITY TO USE THE SOFTWARE OR THE SERVICES OR ANY LOSS OF CUSTOMER CONTENT, DATA OR OTHER DAMAGE TO CUSTOMER AS A RESULT OF THE USE OF THE SOFTWARE OR THE SERVICES.
WITHOUT LIMITING THE FOREGOING, WORKSHARE DOES NOT REPRESENT OR WARRANT THAT (A) THE SERVICES SHALL BE COMPATIBLE WITH ANY PARTICULAR CUSTOMER PLATFORM, SOFTWARE OR INTERFACES, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) THE SERVICES SHALL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS OR ACHIEVE ANY PARTICULAR RESULTS; (C) ANY STORED DATA SHALL BE ACCURATE OR RELIABLE; (D) MINOR ERRORS OR DEFECTS SHALL BE CORRECTED; (E) THAT THE SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE; OR (F) THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
12.3 Customer Responsibility. Customer assumes full responsibility for (i) the selection of the Services; (ii) the proper use of the Services; (iii) verifying the results obtained from the use of the Services; and (iv) taking appropriate measures to prevent loss of data, protect against software viruses, and protect against software security breaches.
13.1 Workshare Indemnity. Workshare shall defend, indemnify, and hold Customer harmless from and against all third party claims, actions, proceedings, damages, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorney fees) arising out of any infringement by the Services (excluding any Customer Content or other third party components) of a valid U.S. copyright or trade secret. If the Services, or any component thereof, are found to be infringing, or if Workshare believes that the Services may be found to be infringing, Workshare may, at its option, (a) obtain the right for Customer to continuing use of the infringing component of the Services, (b) replace or modify the infringing Service so that it becomes non-infringing, or (c) refund to Customer any Fees prepaid by Customer for future Services, prorated relating only to the infringing portion of the Services. Customer shall cease using the infringing portion of the Services. THE PROVISIONS OF THIS SECTION SET FORTH THE ENTIRE LIABILITY OF WORKSHARE AND THE EXCLUSIVE REMEDY OF CUSTOMER FOR ACTUAL OR ALLEGED INFRINGEMENT OF PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK OR ANY OTHER INTELLECTUAL PROPERTY RIGHT.
13.2 Customer Indemnity. Customer shall defend, indemnify, and hold Workshare harmless from and against all third party claims, actions, proceedings, damages, costs, liabilities, losses and expenses (including, but not limited to, reasonable attorney fees) arising out of or related to: (i) the Customer Content; (ii) Customer's misuse of the Services; or (ii) any violation by Customer of Applicable Law.
14. Limitation of Liability
15.6 Export Control. Workshare provides Services and uses Technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. Customer acknowledges and agrees that the Services shall not be used in, and none of the underlying information or Technology may be transferred or otherwise exported or re-exported to, countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice.