Terms of Use United States Law

These terms of use (hereinafter "Terms of Use" or "Agreement") govern your use of the Services to which you have subscribed in accordance with the terms of this agreement.

BY INSTALLING OR USING THE SOFTWARE OR THE SERVICES, YOU ("CUSTOMER") ARE ENTERING INTO AN AGREEMENT WITH WORKSHARE, INC OF 625 MARKET STREET, 15TH FLOOR, SAN FRANCISCO, CA 94105 ("WORKSHARE") AND AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT INSTALL THE SOFTWARE OR OTHERWISE USE THE SERVICES. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY (OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH COMPANY (OR OTHER ENTITY). IN SUCH CIRCUMSTANCES REFERENCES IN THIS AGREEMENT THE "CUSTOMER" SHALL BE DEEMED TO REFER TO BOTH YOU AND THE COMPANY (OR OTHER ENTITY).

1. Definitions  

"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, export control, or employment laws or regulations.

"Confidential Information" means any non-public information concerning the parties or their respective business or technology that may be learned by the other party in connection with the Services and that is identified as confidential or which the other party should know from the nature of the information is the confidential information of the other party. Confidential Information shall include, without limitation, as (i) trade secrets; (ii) financial information and pricing; (iii) technical information, such as research, development, procedures, algorithms, processes, data, designs, and know-how; (iv) business information, such as operations, planning, marketing interests, and products; and (v) with respect to Workshare, the Services and the Technology, and all related documentation. Confidential Information does not include information that is: (a) known to the receiving party prior to disclosure by the disclosing party; (b) independently developed by the receiving party without any reliance on the Confidential Information; (c) part of the public domain or is lawfully obtained by the receiving party from a third party not under an obligation of confidentiality; (d) free of confidentiality restrictions by agreement of the disclosing party; or (e) the existence of the relationship of the parties under these Terms of Use.

"Customer Content" means all text, graphics, pictures, data, documents, information and other materials of any kind posted on, stored within or made available through the Service by Customer.

"Effective Date" means the date when Workshare accepts an order for Services from the Customer or otherwise when the Customer first installs uses the Services.

"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 fees payable by Customer to Workshare for the right to use the Service 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), including but not limited to such information when contained within the Customer Content. 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 branded services 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 postal address 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 intentionally provides any inaccurate information or fails to keep such information current, complete and accurate, or if Workshare has reasonable grounds to suspect that Customer's use of the Services is fraudulent, Workshare may suspend or 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. Subject to section 3.1 where access may be provided to Named Users, 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 shall notify Workshare as soon as reasonably practicable 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

3.1 Granted Rights. Subject to these Terms of Use, Workshare hereby grants to Customer, and Customer hereby accepts, a limited nonexclusive, non-transferable right during the Term to use the Services solely for Customer's internal purposes. Only Named Users of Customer are permitted to access and use the Services. If Customer wishes to amend the list of Named Users, it must notify Workshare in writing of any additional or substitute names, and, where the total number of active Named Users increases, pay any additional License Fees, and upon acceptance by Workshare, the additional names will be added as Named Users.

3.2 Reserved Rights. The Services involve valuable proprietary rights of Workshare. No title to or ownership of the Software, the Services or any proprietary rights associated therewith is transferred by these Terms of Use to Customer or Named Users, or any third party. All rights not expressly granted in these Terms of Use are reserved by Workshare.

3.3 General Restrictions and Limitations on Customer. Customer may not license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services, 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. Customer may not reverse engineer, disassemble, or decompile the Workshare System or otherwise attempt to discover the source code of the Workshare System. Customer may not (other than in accordance with Applicable Law): (i) remove any copyright, trademark or other proprietary notices from the Services, or any component thereof; (ii) use the Services for commercial time-sharing or in any manner for anyone other than Named Users of Customer for its own internal business purposes; (iii) rent or lease the Services or permit access to or use of the Services by anyone other than Named Users of Customer; (iv) develop or assist with the development of a product or service using similar ideas, features, functions, or graphics of the Services; (v) create modifications to or derivative works of the Services or any component thereof; (vi) use or attempt to use or access any Workshare services other than the Services specifically subscribed to by Customer under these Terms of Use or pursuant to another written agreement with Workshare; or (vii) copy any ideas, features, functions, or graphics of the Services. Customer shall have no right to receive any source code or source documentation with respect to the Workshare System or the Services.

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.

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.  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.  If specified storage limits are exceeded by the Customer, Workshare reserves the right to charge the Customer for the storage used (including using the stored credit or debit card details of the Customer, if applicable) and the Customer will pay such sums when required by Workshare.  Irrespective of the specified storage limits Workshare reserves the right to implement limits on the amount of storage available to a Customer and the number of users with whom the Customer may share content.

4.3 License to and Treatment of 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.  Workshare undertakes that it will only use the Customer Content to provide the Services to the Customer and that it will take reasonable technical and organisational measures to protect the Customer Content from unauthorised access, damage or destruction.

4.4 Customer Support. Workshare agrees that it will provide the same level of support to the Customer as provided to other customers of Workshare of a similar standing who have purchased the same subscription as the Customer.  Workshare further agrees that it will provide the Customer with reasonable support to enable the Customer to recover the Customer Content upon termination or expiry of this Agreement, to the extent described in Section 9.3.   

4.5 Compliance with Laws. In using the Services, Customer shall comply, and shall make sure that it's Named Users comply, with all Applicable Laws.

5. Privacy Policy and use of Personal Information

Workshare's Privacy Policy (available at www.workshare.com/privacy-policy or other website as address as notified by Workshare from time to time) describes its policies with respect to the collection and use of Personal Information in connection with the Site. Without limiting the foregoing, Customer understands that Workshare may disclose or provide access to Customer's Personal Information to Service Providers or in the good faith belief that it is lawfully required to do so, or that doing so is reasonably necessary or appropriate to comply with Applicable Laws, respond to any claims, or to protect the rights, property or safety of Workshare, its customers, its employees or the public. The Customer further agrees that such Personal Information may be transferred to countries located outside the European Economic Area (EEA) in relation to the provision of the Services.  Personal Information may also be disclosed or transferred as part of, or during negotiations of, any merger, sale of company assets, financing or acquisition or in any other situation where personal information may be transferred as one of the business assets of Workshare. To the extent that the data protection laws of any EU country apply to the Services, the parties agree and acknowledge that the Customer shall be the "data controller" and that Workshare shall be the "data processor" of any Personal Information which forms part of the Customer Content.  Accordingly, Workshare shall only process such Personal Information in accordance with the instructions of the Customer and the Customer shall be responsible for and undertakes that it will obtain all necessary consents required to enable Workshare to process such Personal Information.

6. Intellectual Property Ownership

6.1 Workshare Rights. As between the parties, Workshare owns all right, title and interest in and to: (i) the Services and Technology; (ii) all modifications of and Updates to the Services and Technology; (iii) all derivative works of the Services and Technology; 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 Customer or any third party to Workshare related to the Services or any of Workshare's other products or services (collectively referred to as "Contributions"), shall be owned by Workshare, Customer shall not be entitled to any compensation in connection therewith, and Customer 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.

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.

7. Confidentiality

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 where reasonably practicable: (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 as soon as reasonably practicable 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 Services Purchase Online.  If the Customer has purchased the Services online, Customer will be charged on or around the Effective Date for the License Fees for the first 12 months of the applicable subscription plans selected by the Customer.  Thereafter, for subsequent years, the applicable License Fees will be automatically charged in advance by Workshare to the Customer's credit or debit card on file on or around the anniversary of the Effective Date until the right to use the Services is terminated. The Customer agrees that submitting its credit or debit card details the Customer expressly consents to the charge of any recurring applicable License Fees.  If payment of such fees cannot be processed using the stored credit or debit card, Customer agrees to promptly provide another accepted payment method to Workshare, otherwise Section 8.4 shall be applicable.

8.2 Services Purchase Offline.  If the Customer has purchased the Services offline, the Customer will be invoiced for the License Fees for the first 12 months of the applicable subscription plans selected by the Customer on or around the Effective Date.  Thereafter, for subsequent years, the Customer will be invoiced for the applicable License Fees on or around the anniversary of the Effective Date until right to use the Services is terminated. All invoices issued by Workshare will be due and payable within thirty (30) days of the date of invoice.

8.3 License Fee Variation. Workshare may increase the applicable License Fees and otherwise change its fee structure at any time and from time to time by posting such revised fees on the Site. The Customer is advised to check the Site regularly for such changes. Workshare may also give email notice of such changes to the email address provided by the Customer during registration, as may be updated by the Customer.

8.4 Failure of Payment. In addition to other remedies available to Workshare, any payment not received by Workshare when due will accrue interest at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable usury law, whichever is less. Payment of such interest will not excuse or cure the Customer's default for late payment. In addition, failure of the Customer to pay License Fees or other amounts due under this Agreement fully after the applicable due date shall be deemed a material breach of this Agreement, justifying immediate de-functioning,  suspension and/or termination of the Customer's use of the Services and Software. Any such suspension shall not relieve the Customer of its obligation to pay any amounts due, plus late fees as provided for herein. The Customer shall reimburse Workshare for all collection expenses incurred by Workshare, including, without limitation, agency fees, attorneys' fees, and costs.

8.5 Payment Currency. All payments hereunder will be made in the currency stated on the Site at the time of the order on in the invoice (as applicable).

8.6 Taxes. The License Fees and other charges to Customer by Workshare do not include any applicable Taxes. Customer agrees to pay all present and future Taxes arising out of or related to the performance of the obligations described in these Terms of Use, excluding any income or gross receipts tax imposed on Workshare.

9. Term; Termination

9.1 Term.  These Terms of Use shall come into effect on the Effective Date and shall continue in effect until terminated as set forth herein (the "Term").

9.2 Termination.  This Agreement will automatically renew for subsequent one-year terms, at the then-current standard terms and conditions, Subject always to Section 8, upon each anniversary of the initial Effective Date, unless either party notifies the other in writing of its intent to terminate at least 60 (sixty) days prior to the termination of the then-current subscription period.  Without prejudice to Section 8.3 and unless otherwise agreed between the parties, upon any such automatic renewal for any one-year term in accordance with this Section 9.2, Workshare may increase the applicable License Fees by the greater of five per cent (5%) or the index value of the Consumer Prices Index ("CPI") then applicable (by reference to the index value of the CPI as published by the United States Department of Labor on the nearest date to the date of the end of the then-current subscription period).

Without prejudice to any other rights, Workshare may terminate this Agreement if the Customer does not abide by the terms and conditions contained herein. 

Customer may terminate this Agreement if Workshare does not remedy any breach of a material term of this Agreement within 30 days after having received notice from the Customer requiring the remedy of such breach.In such circumstances, the Customer shall be entitled to a pro-rated refund (to the nearest whole month) of any License Fees which have been paid in advance but for which Services have not been provided. 

9.3 Procedure Upon Termination. Upon termination of the Services for any reason (i) Customer will cease all use of the Services; and (ii) Workshare shall make the Customer Content remaining within Workshare's possession or control available for a single download by the Customer for a period of at least twenty-eight (28) days.  Following expiry of such twenty-eight (28) day period, Workshare may delete all of the Customer Content that may be stored in connection with the Services.

9.4 Survival. The following sections shall survive any termination or expiration of the Term, the Services or these Terms of Use: Sections 3.3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, and 15.

10. Suspension of Services.

Workshare may suspend Customer's right to access or use any or all of the Services immediately upon notice to the Customer 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

(b) Customer is in breach of any of these Terms of Use, including without limitation if Customer fails to pay the License Fees on a timely basis.

11. Discontinuation or Modification of Services.

Workshare reserves the right to modify or discontinue elements of the Services at any time, including adding, changing or removing any features or functionality of the Services. If the Customer can demonstrate that such modification or discontinuation has a material adverse effect on the Customer, Customer shall be entitled, by providing notice to Workshare within fourteen (14) days the modification or discontinuation, to terminate this Agreement and receive a pro-rated refund (to the nearest whole month) of any License Fees which have been paid in advance but for which Services have not been provided..

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 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 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.

12.2 Customer Warranties. Customer represents and warrants to Workshare that at all times the Customer Content (i) shall not infringe upon or violate the rights of any third party or violate any Applicable Laws; and (ii) comply with all the rules set forth in these Terms of Use.

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. Indemnification.

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

IN NO EVENT SHALL WORKSHARE BE LIABLE TO CUSTOMER 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 THE SERVICES OR THESE TERMS OF USE, EVEN IF WORKSHARE HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL WORKSHARE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED IN ANY consecutive 12 MONTH period commencing on the effective date or ANNIVERSARY thereof (each such 12 month period being a "contract year") THE aggregate of the amounts paid by THE CUSTOMER to WORKSHARE IN RELATION TO THAT CONTRACT YEAR, if any, UNDER THIS AGREEMENT. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

15. Miscellaneous

15.1 Waiver; Invalidity. The failure by either party to enforce any provision of these Terms of Use shall not be construed as a waiver of the provision. If any provision of these Terms of Use is held unlawful or otherwise ineffective, in whole or in part, by a court of competent jurisdiction, the remainder of these Terms of Use shall remain in full force and effect, and the provision modified, or these Terms of Use interpreted to the maximum extent permitted, to effect the original intent and purpose of the parties.

15.2 Force Majeure. Neither party shall be liable for any delay in performance caused by (i) acts of God; (ii) war or armed hostilities; (iii) government acts or priorities; (iv) strikes or labor troubles causing cessation, slowdown or interruption of work; (v) inability, after due and timely diligence, to procure materials, systems, accessories, equipment or parts; or (vi) any other cause to the extent the cause is beyond the party's control and not occasioned by the party's fault or negligence. In such event, the date for completion of the party's performance shall be equitably extended; provided, however, that the performance of any obligation for the reporting or payment of any monies owed under these Terms of Use shall not be delayed for a period of more than thirty (30) days.

15.3 Complete Agreement. These Terms of Use constitute the complete and only agreement between Workshare and Customer regarding the Services and supersedes all prior understandings, communications, discussions, negotiations, contracts and agreements between Workshare and Customer relating to the subject matter hereof, whether oral or written. These Terms of Use include all posted policies and provisions that are referred to in these Terms of Use.

15.4 Amendment. Workshare reserves the right to revise these Terms of Use by posting the revised changes on the Site and/or by notifying Customer by email addressed to the email address provided by Customer. The Customer is advised to check the Site regularly for such changes. By continuing to use the Services following any posted or notified revision, Customer will be deemed to have agreed to such revisions. If Customer does not agree with any revisions to these Terms of Use, Customer must notify Workshare within fourteen (14) days the revision of the Terms of Use.  Workshare shall, in its sole discretion, then be entitled to either inform  the Customer that the previous Terms of Use shall remain applicable (in which case the Agreement will remain in full force and effect) or insist that the revised Terms of Use will be applicable to continued use of the Services,  in which case the Customer shall be entitled to terminate this Agreement and receive a pro-rated refund (to the nearest whole month) of any License Fees which have been paid in advance but for which Services have not been provided.

15.5 Assignment. These Terms of Use may not be assigned by either party without the other party's prior written approval; provided, however, that these Terms of Use may be assigned by Workshare without consent to (i) an Affiliate of Workshare; (ii) an acquirer of all or substantially all of the assets or equity of Workshare, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

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.

15.7 Third Party Rights.  No one other than a party to this Agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.

15.8 Customer Acknowledgment on Use of Information. Workshare may use the Customer’s name and reproduce its corporate logo, if any, and describe transaction details (including, without limitation, number of users, application name and business use case and the business overview) in its internal presentation, external presentations, website, internal and external case study success stories and press communications and other marketing, communications, and promotional materials (including materials that are shared with other prospective customer and media outlets).  This clause will serve as the Customer’s agreement that notwithstanding any provision to the contrary in any agreement with Workshare and/or its affiliates. 

15.9 Law and Jurisdiction. These Terms of Use are governed by the laws of the State of California, 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 San Francisco County, California, with respect to any actions that may arise out of, or relate to, this Agreement or the Services. The United Nations Convention on the International Sale of Goods shall not apply to these Terms of Use or to the Services.