Workshare Solutions & Services:
Terms of Use for External Users

In these terms:

External User’ means a person (acting individually or on behalf an employer or other organisation) invited by a Workshare Customer to participate in limited use of a Workshare Solution for a Workshare Customer project. References to an External User include that person and any organisation on whose behalf that person uses the Workshare Solution.

‘Workshare’ means Workshare Technology, Inc., a corporation incorporated in California, with a place of business at 650 California Street, Floor 7, San Francisco, CA 94108.

Workshare Customer’ means a person or organisation that pays Workshare to provide access to Workshare Solutions (or a person or organisation using Workshare Solutions for evaluation use free of charge prior to paying for use) for its internal business use.

Workshare Solution’ means software or services provided from time to time by Workshare as a web-based service.

These terms are the agreement between Workshare and each External User that govern any use of a Workshare Solution by an External User. These terms are the entire agreement and cannot be amended except by an amendment made in writing and signed by Workshare and the Workshare Customer.

  1. Employees and contractors of a Workshare Customer are not allowed to use Workshare Solutions as External Users.
  2. Workshare and the External User shall comply with their respective obligations under applicable data protection legislation in the United States.
    1. Workshare Solution involves valuable proprietary rights of Workshare. No title to or ownership of Workshare Solution or any proprietary rights associated therewith is transferred by these Terms of Use to External User, or any third party. All rights not expressly granted in these Terms of Use are reserved by Workshare.
    2. External User may not license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available to any third party Workshare Solution, or any portion or component thereof, or any rights granted in these Terms of Use, except as expressly permitted herein and subject to the terms set forth in these Terms of Use. External User may not reverse engineer, disassemble, or decompile the Workshare Solution or otherwise attempt to discover the source code of the Workshare Solution. External User may not (other than in accordance with Applicable Law): (i) remove any copyright, trademark or other proprietary notices from Workshare Solution, or any component thereof; (ii) use Workshare Solution for commercial time-sharing or in any manner for anyone other than External User for its own internal business purposes; (iii) rent or lease Workshare Solution or permit access to or use of Workshare Solution by anyone (iv) develop or assist with the development of a product or service using similar ideas, features, functions, or graphics of Workshare Solution; (v) create modifications to or derivative works of Workshare Solution or any component thereof; (vi) use or attempt to use or access any Workshare services other than Workshare Solution specifically subscribed to by External User under these Terms of Use or pursuant to another written agreement with Workshare; or (vii) copy any ideas, features, functions, or graphics of Workshare Solution. External User shall have no right to receive any source code or source documentation with respect to Workshare Solution.
  3. Subject to these Terms of Use, Workshare hereby grants to External User, and External User hereby accepts, a limited nonexclusive, non-transferable right during the term to use Workshare Solution solely for External User’s internal purposes.  
    1. only at the invitation of a Workshare Customer and for such period as the Workshare Customer designates and while the Workshare Customer remains a Workshare Customer with an account in good standing; and External User acknowledges that External User is participating in Workshare Solution and that Workshare Solution may contain bugs, errors and defects. ACCORDINGLY WORKSHARE SOLUTION IS PROVIDED BY WORKSHARE ACCEPTED BY EXTERNAL USER "AS IS" AND "WITH ALL FAULTS, DEFECTS AND ERRORS." WORKSHARE MAKES NO WARRANTY, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, REGARDING WORKSHARE SOLUTION, 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 QUALITY 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 EXTERNAL USER CONTENT, DATA OR OTHER DAMAGE TO EXTERNAL USER AS A RESULT OF THE USE OF THE SOFTWARE OR THE SERVICES. WITHOUT LIMITING THE FOREGOING, WORKSHARE DOES NOT REPRESENT OR WARRANT THAT (A) WORKSHARE SOLUTION SHALL BE COMPATIBLE WITH ANY PARTICULAR EXTERNAL USER PLATFORM, SOFTWARE OR INTERFACES, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (B) WORKSHARE SOLUTION SHALL MEET EXTERNAL USER'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 WORKSHARE SOLUTION SHALL BE UNINTERRUPTED OR ERROR-FREE; OR (F) WORKSHARE SOLUTION OR THE SERVERS THAT MAKE WORKSHARE SOLUTION AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
  4. Access to a Workshare Solution by an External User can be terminated (by Workshare or by a Workshare Customer) without notice to the External User. An External User should not rely upon having continued access to any data uploaded to the Workshare Solution.
  5. Any data uploaded by an External User to a Workshare Solution will be treated as Workshare Customer data in accordance with the contact between Workshare and the Workshare Customer. Except for such access as may be provided in the ordinary course of access to a Workshare Solution by an External User, Workshare will not be obliged to comply with any instructions from an External User, including instructions to delete, return or restrict access to any data.
  6. As between the parties, Workshare owns all right, title and interest in and to: (i) Workshare Solution; (ii) all modifications of and updates to Workshare Solution; (iii) all derivative works of Workshare Solution; and (iv) any and all intellectual property rights embodied in any of the foregoing. All suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by External User or any third party to Workshare related Workshare Solution or any of Workshare's other products or services (collectively referred to as "Contributions"), shall be owned by Workshare, External User shall not be entitled to any compensation in connection therewith, and External User hereby assigns to Workshare all intellectual property rights and other rights in or to any and all Contributions. The Workshare name and logo are trademarks of Workshare, and no right or license is granted to use them. Except as expressly set forth herein, no additional license, grant, or working right is granted or implied by these Terms of Use.
  7. External Users are permitted to use Workshare Solutions subject to the following:
    1. use only for the project and purpose for which the Workshare Customer has invited the External User;
    2. the External User shall not disclose or share login credentials or otherwise permit use of the Workshare Solution by anyone other than the External User;
    3. the External User shall not upload any materials using the Workshare Solution unlawfully, maliciously or in breach of any third party’s rights.
    4. These Terms of Use may not be assigned by External User. Any purported assignment in violation of this section shall be void.
  8. IN NO EVENT SHALL WORKSHARE BE LIABLE TO EXTERNAL USER OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOSS OF DATA, LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR OTHER ECONOMIC ADVANTAGE, FOR ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH WORKSHARE SOLUTION OR THESE TERMS OF USE, EVEN IF WORKSHARE HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
  9. Workshare provides Workshare Solution services 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. External User acknowledges and agrees that Workshare Solution 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.
  10. These Terms of Use are governed by the laws of the State of New York, excluding any choice of laws or rules that might otherwise be applicable. The parties expressly consent to the venue and jurisdiction of the Federal or state courts located in New York, New York, with respect to any actions that may arise out of, or relate to, this Agreement or Workshare Solution. The United Nations Convention on the International Sale of Goods shall not apply to these Terms of Use or to the Services.