TERMS OF USE

TERMS OF USE

Workrize PBC, d/b/a Workrise (Workrise or we) provides services (the Service) and the web properties owned and maintained by us, including but not limited to www.workrise.com (collectively, the Site), to our users (you or User) subject to the following Agreement. By accessing, browsing and/or using the Site or the Service, you acknowledge that you have read, understood and agree to be bound by this Agreement and the Privacy Statement published at www.workrise.com/privacy, which is incorporated herein by this reference.

In order to register for and use the Service, you must agree to the terms and conditions set forth in this Agreement by clicking on the ACCEPT button where indicated to record your agreement to be bound. This is a legally binding contract formed between you and Workrise, and you should read it in its entirety. If you do not agree to each and every term and condition set forth in this Agreement, do not use the Site or the Service. This Agreement shall apply to any use of the Site, the Service, and any service, application, plug-in, component, functionality or program created or made available by us or through the Site or the Service.

ELIGIBILITY.

By visiting the Site and/or completing the registration process for the Service, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by this Agreement. THE SERVICE IS AVAILABLE ONLY TO USERS 13 YEARS OF AGE OR OLDER UNLESS SUCH USE IS WITH EXPRESS PARENTAL CONSENT. IF YOU ARE YOUNGER THAN 13, DO NOT ACCESS THE SITE. USE BY PERSONS UNDER THE AGE OF 13 IS STRICTLY PROHIBITED.

THE SERVICE.

The Service is a software program that enables the understanding and monitoring of employee well-being in order to maximize key indicators of business success, such as product and service quality, productivity and loyalty. The Service enables users to track their personal happiness, engagement and well-being at work and get individualized recommendations on how to improve them. The Service also enables executives or managers to measure and monitor their employees' happiness, engagement and well-being and get insights and recommendations on how to improve them.

The Workrise Content appearing on the Site is provided for informational purposes only. Workrise is not a medical or health services organization provider or forum and we do not engage in patient diagnosis or the practice of medicine or psychiatry. The Workrise Content presented by and through the Site and/or Service is in no way intended as medical and/or psychiatric advice or therapy, is not provided for the purpose of diagnosing or treating medical and/or psychiatric problems, nor is it a substitute for medical and/or psychiatric treatment and/or therapy. Use of the Site and the Service does not establish a doctor-patient relationship. All Workrise Content that is made available by and through the Site and the Service should be discussed and confirmed with your physician, psychiatrist, therapist or other healthcare provider before adopting any wellness program or other treatment, whether offered on the Site, through the Service or otherwise. Use of the Site, the Service and the Workrise Content featured therein, is at your own risk.

Workrise is not a covered entity for purposes of the Health Insurance Portability and Accountability Act of 1996 (HIPAA), nor is the information provided by you to Workrise considered protected health information under HIPAA. Therefore, Workrise does not need to comply with the HIPAA privacy or security rules.

We reserve the right at any time to change, modify, add to or discontinue any aspect or feature of the Service, including without limitation the application, hours of availability, or the availability of the Service on any particular device or communications service. We have no obligation to provide you with notice of any such change.

REGISTRATION; PASSWORD.

In order to use the Service, you must register as a User by completing the registration form and designating a User ID and password. When registering with us, you agree to provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the Registration Data) and maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof).

You may not authorize any third party to access or use the Service on your behalf. You are responsible for maintaining the confidentiality of your User ID and password, and are fully responsible for all activities that occur under your User ID or password. You agree to immediately notify us of any unauthorized use of your User ID or password or any other breach of security. We cannot and will not be liable for any loss or damage arising from any unauthorized use of your account.

If you are using the Service on behalf of a company or other legal entity, you are nevertheless individually bound by these Terms of Use, even if your company has a separate agreement with us. If you do not want to register an account and become a registered User, do not click accept and do not access, view, download or otherwise use the Site or the Service.

By using this Site, you agree that the exclusions and limitations of liability set out in this disclaimer are reasonable. If you do not think they are reasonable, you must not use this Site.

USER CONTENT.

The Service provides Users an opportunity to provide information (User Content) in the form of responses to questionnaires and prompts. You hereby represent and warrant that you have all necessary rights in and to all User Content you provide. We have the right, but not the obligation, to edit or remove any User Content or other material that comes to our attention and that we, in our sole and absolute discretion, find to be in violation of the provisions of this Agreement, or for any other reason. You acknowledge and agree that we shall not assume or have any liability for any action or inaction by us with respect to the User Content provided by your or another User. You understand that all User Content is the sole responsibility of the person from whom such content originated.

We claim no ownership or control over any User Content. You or a third-party licensor, as appropriate, retain all intellectual property rights to the User Content, and you are responsible for protecting those rights.

You agree that we have no responsibility or liability for the deletion or failure to store any User Content and other communications maintained on or transmitted by means of the Service.

Workrise takes no responsibility and assumes no liability for any User Content that you or any other User or third party submit to the Service. You shall be solely responsible for your own User Content and the consequences of submitting it.

As between you and Workrise, you retain ownership of all User Content you submit, post, display or otherwise make available on the Service. You hereby grant to Workrise a worldwide, fully-paid, transferable, sublicensable license to use your anonymous or anonymized User Content for the purposes of research, publishing reports, and providing customers with comparative data.

CUSTOMER CONDUCT / ACCEPTABLE USE POLICY.

You agree to abide by the following rules for the use of our Service. We reserve the right to terminate your access to and use of the Service if, in our view, your conduct fails to meet any of the following non-exhaustive list of rules.

All Users agree to:

  • comply with all applicable laws, including, without limitation, intellectual property laws, export control laws, tax laws, and regulatory requirements;
  • provide accurate information to us and update it as necessary;
  • protect sensitive personal information such as your email address, phone number, street address, or other information that is confidential in nature;
  • review and comply with our Privacy Policy;
  • review and comply with notices sent by us concerning the Services; and
  • use the Site and the Service only for the intended purposes.
Users of our Service may not:
  • use the Service for any purpose that is not lawful;
  • use the Service for any commercial purpose;
  • use the Service to commit fraud, including without limitation by offering fraudulent goods, services, schemes or promotions;
  • use the Service in any manner that infringes the intellectual property rights or other rights of Workrise or any third person;
  • use the Service to send, either directly or indirectly, numerous copies of the same or substantially similar messages, empty messages, messages which contain no substantive content, or very large messages or files that disrupt a server, account or the Service;
  • use any automated system, including without limitation robots, spiders, offline readers, etc., to access the Service in a manner that sends more request messages to the Workrise servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser
  • attempt to harm, disrupt, interfere with or otherwise engage in activity that diminishes or degrades the Site, any computer system or network, or the Service or our Users' access to the same;
  • engage in or permit any activity that results in the over-utilization of the System or power circuits, whether intentional or unintentional;
  • gain unauthorized access, or attempt to gain unauthorized access, to our networking, security, management, backup, storage or monitoring systems, or to any account, computers, systems or networks related to the Service, without our written authorization;
  • attempt to obtain any data from the Service through any means, except if we intend to provide or make it available to you, including without limitation security-relevant information, such as password files, that may, among other things, be used to gain unauthorized access to User or system accounts;
  • attempt to configure your systems to bypass security controls or otherwise avoiding any limitations established by us, including without limitation the installation or use of programs that allow the systems to be managed or accessed insecurely or through unauthorized means, or otherwise attempt to compromise the security of the Service, including without limitation by hacking, monitoring or intercepting data or traffic on the System, using any computer program designed to conceal the source or routing information of email messages in a manner that falsifies an internet domain, header information, date or time stamp, originating email address or other identifier;
  • install or use software for the purpose of cracking encrypted data, including without limitation stored passwords;
  • access or attempt to access the account or data of any other User;
  • impersonate another person or otherwise misrepresenting your affiliation with a person or entity, commit fraud, or hide or attempt to hide your identity;
  • omit, forge, delete or misrepresent transmission information, including but not limited to headers, return address information, IP addresses, etc., in order to cloak or hide the identity or source of information submitted to the Site or Service;
  • conduct online security audits or tests against or through the Site or the Service without coordination with and the explicit, written consent of our authorized officer;
  • participate in collecting email addresses, screen names, User IDs, passwords or other identifiers of others (a practice sometimes known as spidering or harvesting), or participate in using software (including spyware) designed to facilitate such activity;
  • use the Service to store, send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of another's computer or property;
  • use the Service to violate any code of conduct or other guidelines which may be applicable to the Service or the Site; or
  • assist or encourage any persons to engage in any of the activities listed above.

All judgments concerning the applicability of these guidelines shall be at our sole and exclusive discretion. Should your access to and use of the Service be terminated, you have the right to appeal such termination by writing to cancelservice@workrise.com

ENFORCEMENT.

All users of the Service must adhere to the terms of this Agreement. We have the right, but not the obligation, to strictly enforce this Agreement through self-help, active investigation, litigation and prosecution.

We are not obligated to monitor access or use of the Service, the Workrise Content, or any User Content or to review any Workrise Content or User Content, but we have the right to do so for the purpose of operating the Service, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We may consult with and disclose unlawful conduct to law enforcement authorities; and pursuant to valid legal process, we may cooperate with law enforcement authorities to prosecute users who violate the law. We reserve the right (but are not required) to remove or disable access to the Service, any Workrise Content, or User Content at any time and without notice, and at our sole discretion, if we determine that the Workrise Content, User Content, or your use of the Service is objectionable or in violation of these Terms. We have the right to investigate violations of these Terms and any conduct that affects the Service.

If, in our sole discretion, we believe that the Site or the Service is being used in an unlawful or improper manner (whether civil or criminal) or for unlawful or improper activities, we will fully cooperate with civil and/or criminal enforcement authorities conducting investigations of such use or activities. We will also support the investigation of any activities in violation of this Agreement and any other activities that we believe, in our sole discretion, impact the operation or security of Workrise, the Site, the Service or our Users and their data.

TERMINATION.

Without prejudice to any other rights and remedies we might have, we may terminate or suspend your access to and right to use the Service at any time, in our sole discretion, if we believe that you have breached any of the provisions of this Agreement, including without limitation the acceptable use policy set forth below, or otherwise as specifically set forth in this Agreement. Such termination will be effective on the date on which we terminate your use of the Service.

You may terminate your use of the Service and this contract by notice to us by email to cancelservice@workrise.com. Upon termination, your right to use the Service stops immediately, and you covenant to cease all use of and attempts to access the Service upon and after receiving the notice of termination.

ACCESS.

If you use the Site through a mobile device, you agree that information about your use of the Site through your mobile device and carrier may be communicated to us, including but not limited to your mobile carrier, your mobile device, or your physical location. In addition, use of the Site through a mobile device may cause data to be displayed on and through your mobile device. By accessing the Site using a mobile device, you represent that to the extent you import any of your User Data to your mobile device, that you have authority to share the transferred data with your mobile carrier or other access provider. In the event you change or deactivate your mobile account, you must promptly update your account information to ensure that your messages are not sent to the person that acquires your old number; failure to do so is your responsibility. You acknowledge you are responsible for all charges and necessary permissions related to accessing the Site through your mobile access provider. Therefore, you should check with your provider to find out if the Site is available and the terms for these services for your specific mobile devices.

LICENSE AND RESTRICTIONS ON USE.

Subject to your compliance with this Agreement, Workrise grants you a limited, non-exclusive, non-transferable, non-sublicensable license to (1) download and install a copy of the Workrise Software application on a mobile device or computer that you own or control, and (2) to use the Software application to access, view and use the Workrise Content. You may not sublicense, or charge others to use the Software or the Service.

You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Workrise Content or incorporate it (or any portion of it) into another product. You may not copy the Software. No license is granted to you by this Agreement in the human readable code, known as the source code, of the Software. You may not translate, reverse-engineer or reverse-compile or decompile, disassemble, make derivative works from, or otherwise attempt to discover any source code in the Software. You may not modify the Software or use it in any way not expressly authorized by this Agreement. You may not obtain the communications protocol for accessing the Service or the Software. Finally, you may not authorize or assist any third party to do any of the things described in this paragraph.

You may access the Service only through the interfaces and protocols provided or authorized by us. You agree that you will not access the Service through unauthorized means, such as unlicensed software clients.

This license will terminate upon termination of your right to use the Service, either by you or by us. At that time, you must stop using the Software.

INTELLECTUAL PROPERTY RIGHTS AND NOTICES.

You acknowledge that you must respect the intellectual property rights of Workrise, our third-party content and application providers, and any other owner of intellectual property whose protected property may be accessed through the Service.

All Workrise-provided contents of the Site and Service, including but not limited to design, text, Software, technical drawings, configurations, graphics, images, music and other information and materials that are posted, generated, provided or otherwise made available through the Service, and the selection and arrangement of the foregoing (Workrise Content) are copyright Workrise and/or the property of Workrise or its suppliers, affiliates, or licensors. Workrise Content may not be reproduced, modified, displayed, performed, published, distributed, disseminated, broadcast or circulated to any third party (including, without limitation, the display and distribution of the material via a third-party, and no derivative work may be created from any Workrise Content.

Workrise, Workrise.com, and the Workrise logo are, without limitation, either trademarks, service marks or registered trademarks of Workrise. Other product and company names present on the Site or the Service may be trademarks, service marks or registered trademarks of our suppliers or licensors. None of the foregoing may be copied, imitated or used, in whole or in part, without our prior written permission or that of our suppliers or licensors.

We might have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering the material in the Site or the Service. Our providing you access to such material does not give you any license to our intellectual property, except as expressly granted herein. Any rights not expressly granted in this Agreement are reserved.

WORKRISE MAKES NO WARRANTY.

WORKRISE PROVIDES ITS SITE AND THE SERVICE AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE AND ACCURACY OF THE SITE AND THE SERVICE IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS, SUPPLIERS, AFFILIATES AND/OR LICENSORS (EACH, A “WORKRISE PARTY”) MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE OR THE SERVICE. THE WORKRISE PARTIES DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES (1) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS OR NON-INFRINGEMENT, OR THAT THE SERVICE WILL OPERATE ON AN UNINTERRUPTED OR ERROR-FREE BASIS, (2) ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, (3) THAT ACCESS TO OR USE OF THE WEB SITES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, OR WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR DESTRUCTIVE PROGRAMS, AND (4) THAT THE SITE, THE SERVICE OR THE WORKRISE CONTENT WILL RESULT IN ANY SPECIFIC HAPPINESS, MENTAL HEALTH, PSYCHIATRIC OR OTHER BENEFIT OR RELATED OUTCOME, OR OTHERWISE MEET YOUR REQUIREMENTS. SOME JURISDICTIONS DO NOT ENFORCE THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIABILITY LIMITATION; YOUR EXCLUSIVE REMEDY.

IN NO EVENT WILL ANY WORKRISE PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS OR OTHER DATA, OR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS AGREEMENT, YOUR USE OF THE SERVICE OR ACCESS OF THE SITE, ANY AUTHORIZED OR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR DATA, OR THE STATEMENTS OR CONDUCT OF ANY THIRD PARTY (INCLUDING OTHER USERS) ON THE SERVICE, EVEN IF SUCH WORKRISE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS SECTION IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY LAW. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS AGREEMENT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY WORKRISE PARTY WITH RESPECT TO THIS AGREEMENT, THE SITE OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE.

IF, NOTWITHSTANDING THE WAIVERS AND LIMITATIONS OF LIABILITY SET FORTH ABOVE, INCLUDING WITHOUT LIMITATION YOUR EXCLUSIVE REMEDY, WHICH LIMITATIONS YOU HEREBY ACKNOWLEDGE TO BE REASONABLE, WORKRISE IS FOUND LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, THE ENTIRE LIABILITY OF WORKRISE TO YOU SHALL BE LIMITED TO FIFTY DOLLARS ($50.00).

CHANGES TO THE SERVICE; ADDITIONAL LIABILITY LIMITATION.

WE MAY CHANGE THE SOFTWARE AND SERVICE OR ADD, ALTER OR DELETE FEATURES AT ANY TIME AND FOR ANY OR NO REASON. WITHOUT LIMITING THE GENERAL NATURE OF THE FOREGOING SECTIONS. THE WORKRISE PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD-PARTY (INCLUDING OTHER USERS) CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING SECTIONS, WE ARE NOT RESPONSIBLE OR LIABLE FOR (A) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR COMPUTER SYSTEM OR YOUR ACCESS TO OR USE OF THE SOFTWARE AND SERVICE, (B) ANY INCOMPATIBILITY BETWEEN THE SOFTWARE AND SERVICE AND OTHER WEBSITES, SERVICES, SOFTWARE AND HARDWARE, (C) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SOFTWARE AND SERVICE IN AN ACCURATE OR TIMELY MANNER, OR (D) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SOFTWARE OR SERVICES AVAILABLE FROM THIRD PARTIES THROUGH LINKS.

INDEMNIFICATION.

You agree to indemnify, defend and hold harmless the Workrise Parties, their affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third-party providers, from and against all losses, expenses, damages and costs, including attorneys' fees, resulting from your use of the Service, including without limitation (a) any violation of this Agreement by you (which term as used in this Agreement and in this Section specifically includes others accessing the Site or the Service using your User ID or password), (b) any violation of rights of a third party by you, (c) any violation by you of applicable law, or (d) User Content that you create, transmit or store using the Service. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.

SERVICE AVAILABILITY.

We do not guarantee the availability of the Service or the maintenance of your User Content. The Service and data maintenance may be subject to certain equipment and compatibility limitations, including without limitation memory, storage, network availability and data conversion limitations. In addition, the availability of the Service and User Content could be affected by emergencies, collocation failures, transmission and equipment limitations maintenance and repair requirements, or the failure of third-party systems (including our server provider), and could be interrupted, refused, limited or curtailed. We are not responsible for data or information that you might lose or to which you do not have access because of such interruptions or performance issues with the Service or communications networks generally. You agree that we will have no liability to you for any restriction or termination of your access to the Service or for any loss of data.

SECURITY.

WORKRISE DOES NOT GUARANTEE THE SECURITY OF YOUR USE OF THE SERVICE OR OF YOUR USER CONTENT. Please see the Privacy Statement for a discussion of the security of the Service.

PRIVACY.

The Privacy Policy explains how we collect and use personal information. You consent to our use of your personal information under the terms of the Privacy Statement.

You acknowledge and agree that we may disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with legal process, to enforce this Agreement, or, in our sole discretion, to protect the rights, property, or personal safety of Workrise, its employees, users and third parties, and the public.

CONSENT TO ELECTRONIC COMMUNICATIONS.

By registering with us, you understand that we may send you communications or data regarding the Service, including but not limited to notices about your use of the Service, including any notices concerning violations of use, updates, and promotional information and materials regarding our products and services, via electronic mail. We give you the opportunity to opt-out of receiving electronic mail from us (except for electronic mail regarding service-related issues) by following the opt-out instructions provided in the Privacy Statement.

We occasionally will provide automatic upgrades to improve your experience with the Service, although these upgrades may not be consistent across all platforms and devices. You agree to accept and to take no action to interfere with such automatic upgrades and related support and services. Without limitation, we reserve the right to meter bandwidth or disk usage.

THIRD PARTY CONTENT, SITES AND SERVICES.

The Service contain features and functionalities that may link you or provide you with certain functionality and access to third-party content, including websites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. We are not a publisher of third-party information or content and are not responsible for any opinions, advice, statements or other information, services or goods provided by third parties. You irrevocably waive any claim against us with respect to such sites and third-party content. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Service, including the delivery of and payment for goods and services. Any information you involuntarily or voluntarily provide to third parties is governed by the policies of such third parties, and we disclaim any responsibility therefor.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.

We respect copyright law and expect you to do the same. It is our policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (DMCA). If you believe that your work is accessible on our Site in a way that constitutes copyright infringement, please provide our Agent for Notice of claims of copyright or other intellectual property infringement (“Agent”) the following information in writing: (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) identification of the copyrighted work that you claim has been infringed; (3) identification of the material that is claimed to be infringing and where such material is located on the Site; (4) your address, telephone number, and e-mail address; (5) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Our Agent can be reached at: terms@workrise.com.

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.

Please note that this procedure is exclusively for notifying Workrise and its affiliates that copyrighted material has been infringed. The preceding requirements are intended to comply with Workrise's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Workrise has adopted a policy of terminating, in appropriate circumstances and at Workrise's sole discretion, members who are deemed to be repeat infringers. Workrise may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES.

This Agreement and the Privacy Policy shall be governed by and construed in accordance with the laws of the State of California, excluding its conflict-of-laws principles. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement.

You expressly agree that exclusive jurisdiction for any claim or dispute with any Workrise Party or relating in any way to your use of the Service resides in the courts located in San Francisco or Santa Clara County, California, and you further agree and expressly consent to the exercise of personal jurisdiction in the courts located in Santa Clara County, California in connection with any such dispute including any claim involving any Workrise Party.

MODIFICATIONS TO THIS AGREEMENT.

We reserve the right, in our sole discretion, to change, modify or otherwise alter these terms and conditions at any time; provided that we will not change the economic terms set forth in this Agreement except as otherwise provided herein. You can find the most recent version of this Agreement at www.workrise.com/terms, with the date of last modification. Such modifications become effective immediately upon the posting thereof; we encourage you to check the date of this Agreement whenever you visit the Site to check if it has been updated. You must review this agreement on a regular basis to keep yourself apprised of any changes. If you do not agree to the revised Agreement, your sole recourse is to immediately stop all use of the Service. Your continued use of the Service following the posting of modifications will constitute your acceptance of the revised Agreement. Should you have any questions regarding the use of our Site or the Service, please contact us at info@workrise.com.

GENERAL TERMS.

Severability. If any provision of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including without limitation the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the Agreement shall continue in effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Assignment; Successors. We may assign this contract, in whole or in part, at any time with or without notice to you. You may not assign this contract, or any part of it, to any other party. Any attempt by you to do so is void.

Statute of Limitations. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM RELATED TO THIS CONTRACT OR THE SERVICE MUST BE BROUGHT WITHIN ONE YEAR OF THE DATE WHEN THE CLAIM FIRST COULD BE FILED. IF IT IS NOT, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS. IT ALSO APPLIES TO US AND OUR SUCCESSORS AND ASSIGNS. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.

Survival. The provisions of this Agreement addressing disclaimers of representations and warranties, limitation of liability, indemnity obligations, intellectual property and governing law shall survive the termination of this Agreement and your registration with the Service.

No Third-Party Beneficiaries. You agree that there shall be no third-party beneficiaries to this Agreement.

Entire Agreement. This Agreement (as amended from time to time, and including any policies or guidelines that may be presented to you from time to time) constitutes the entire agreement between you and Workrise and governs your use of the Service, superseding any prior agreements between you and Workrise for the use of the Service. You also may be subject to additional terms and conditions that may apply when you use or purchase services, content or software from third parties.