Worker Terms of Service
Last revised July 1, 2024
These Worker Terms of Service (“Terms”) are a legally binding agreement between Workrise Solutions LLC and any of its subsidiary or affiliated entities (“Workrise”, “we”, “our”, or “us”) and you, ( “Worker”, “User”, “you”, or “your”). The Terms apply to your access to and or use of Workrise’s offering of services available through its platform which enables you to provide, access, and view certain data related to work performed, procurement of services, licensing requirements, and other information in your capacity as a Worker that can form legally binding contracts under applicable law, including any content, functionality, and services offered on or through its platform for the purpose of sharing this information with Workrise subscribing clients (“Clients”) to organize, procure, and manage relationships with existing or prospective workers (“Services”).
By accessing Workrise’s platform (the “Platform”), whether through Workrise’s website or a mobile application that can be downloaded (the “App”), with a Workrise account login, you hereby agree and accept to be bound by all of the terms and conditions contained in this Agreement, and our privacy policy, which is incorporated by reference and can be found at https://www.workrise.com/security/website-privacy-policy. If accessing our platform via the App, you agree to our mobile application terms of use policy, which can be found at https://www.workrise.com/security/app-tos. Workrise reserves the right at its discretion to change the terms of this Agreement. Any amended terms to this Agreement (“Supplemental Terms”) are effective as of the date posted on the Platform and acknowledged by you. Your acknowledgment of any Supplemental Terms and continued access and use of the Platform after the posting of any amended Agreement shall constitute your acceptance of, and agreement to be bound by any such changes. All-access to the Platform and use of our Services by you is subject to these Terms and any Supplemental Terms. If you do not agree to the terms and conditions of this Agreement, or any Supplemental Terms of this Agreement, do not access the Platform.
NOTE THAT THESE TERMS CONTAIN A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
1. ELIGIBILITY AND USE RESTRICTIONS.
1.1 Eligibility. You must be at least 18 years of age to use our Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Services; and (c) your registration and your use of the Services complies with all applicable laws and regulations. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that entity, organization, or company to these Terms and that you agree on behalf of that entity, organization, or company to be bound by these Terms.
1.2 Use and Authorization. Our Services are provided to you only for your normal business use as a Worker and not for the benefit or use of any third party. Subject to full compliance with these Terms, Workrise grants you a nonexclusive, nontransferable, non-sublicensable, terminable license to access and use the Platform and Services for your normal business use (“Authorized User”). You agree not to access, reproduce, duplicate, copy, sell, re-sell, modify, distribute, transmit, or otherwise exploit the Platform or Services or any of their content for any purpose except for your personal use and as described in these Terms, without the express written consent of Workrise. To facilitate such Services, Workrise will provide you with a user account and login credentials for the Platform to use as an Authorized User.
1.3 Security. Login credentials are used to authenticate access to the Platform. Worker is responsible for ensuring only the Authorized User has access to the login credentials, for preventing unauthorized access to the Platform through the Authorized User account, and for all activity of that Authorized User account. As between Worker and Workrise, Worker is solely responsible for all activity conducted through the Authorized User account. You are responsible for any violation of this Agreement by anyone who accesses the Platform through your Authorized User login credentials. If you have any reason to believe that your login credentials have been compromised or that your account has been accessed by a third party, you will immediately notify Workrise via email at support@Workrise.com. You will be solely responsible for the losses incurred by Workrise and others due to any unauthorized use of your login credentials.
1.4 User Responsibilities. You, as the Authorized User, are ultimately responsible for providing accurate information and reporting of information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from an Authorized User by or through the Services, or that incorporates or is derived from the processing of such information, data, or content by or through the Services (collectively, “User Content”). You represent and warrant that any information that you provide to Workrise in connection with the Services is true, accurate, and current. You agree to defend and hold us harmless from and against any damages suffered by us arising from any inaccurate, misleading, or incorrect information provided in connection with the Services. For the avoidance of doubt, User Content does not include Workrise Content (as defined herein) or any other information reflecting the access or use of the Services by or on behalf of Vendor or any Authorized User. You acknowledge that Workrise simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of User Content. You agree that (a) the Services depend on the accurate communication of User Content, (b) you bear responsibility and liability for the completeness and accuracy of the information that you directly or indirectly provide, and (c) Workrise will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the User Content.
2. CONTENT INFORMATION.
2.1 Limited License. Except for the license you grant below, as between you and Workrise, you retain all rights in and to your User Content, excluding any portion of the Services included in or associated with your User Content. You grant Workrise and its subsidiaries and affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation of any kind to you or any third party. You hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory. By posting or sharing User Content with other Authorized Users of the Services, you grant those users a non-exclusive license to share that User Content with their employees, agents, representatives, and advisors, and to access and use that User Content as permitted by these Terms and the functionality of the Services.
2.2 User Content Responsibility. You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any rights of publicity or privacy, intellectual property rights, or other proprietary rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that: i) is libelous, defamatory, harassing, fraudulent, or otherwise unlawful; ii) may infringe on any patent, trademark, trade secret, copyright, or other intellectual or proprietary rights of any party; iii) impersonate or misrepresent your affiliation with any person or entity; iv) contains any unsolicited promotions, political campaigns, advertisements, or solicitations; v) contains any private or personal information of a third party without such third party’s consent; vi) contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or vii) in our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Workrise or others to any harm or liability of any type.
2.3 Non-Waiver. Enforcement of this Section 2 is solely at Workrise’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 2 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted. You further acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such User Content, background check materials, or goods or services available on or through the Platform or Services.
2.4 Content Moderation. Workrise does not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may: (i) delete or remove User Content without notice, including without limitation for any violations of applicable law or these Terms; (ii) terminate or suspend access to all or part of the Services if User Content is, in Workrise’s sole determination, to violate applicable law or these Terms; (iii) take any action with respect to your User Content that is necessary or appropriate, in Workrise’s sole discretion, to ensure compliance with applicable law and these Terms, or to protect Workrise’s rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and (iv) as permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services.
2.5 Personal Information. User Content may include information that directly or indirectly identifies you or a natural person (“Personal Information”), including, but not limited to, Vendor and Client personnel and employees. Personal Information includes information that you provide, or for which you provide Workrise access to, or information that Workrise creates or obtains on behalf of you, in accordance with this Agreement that: (i) directly or indirectly identifies a natural person (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to identify or authenticate a natural person (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, health, or health insurance information,, answers to security questions, an individual's Platform activity or similar interaction history, geolocation data, an individual's commercial, employment, or education history, and other personal characteristics and identifiers that you have consented to share with Workrise.) A Vendor’s business contact information is not by itself Personal Information. You are solely responsible for managing your Personal Information and agree to take all necessary measures and precautions to comply with all applicable privacy laws in order for Workrise to use, disclose, and store your Personal Information. Workrise will not be responsible for determining on its own that any information Customer provides under this Agreement qualifies as Personal Information. You agree to defend and hold us harmless from and against any damages suffered by us arising from any violation of applicable privacy laws related to Personal Information provided by you in connection with the Services. To the extent applicable privacy laws require you to retrieve a person’s consent before or as of us having your Personal Information, you agree to obtain such consent prior to providing such information to us and notify us if such consent is modified or revoked. Workrise agrees to use and disclose Personal Information only for the purposes for which you provide the Personal Information, or access to it, pursuant to the terms of this Agreement and our applicable privacy policy, and not use or otherwise disclose or make available Personal Information for any other purposes without your consent. Workrise may aggregate, de-identify, or anonymize Personal Information and use such aggregated, de-identified, or anonymized data, which shall no longer be considered Personal Information, for its own commercial use.
2.6 Consent to Electronic Communication. By using the Services, you consent to receiving electronic communications from us regarding your Account, or for operational and informational purposes. You also agree that by using the Services, you affirmatively consent to Workrise using electronic records of your digital signature to satisfy any statute, regulation, or rule of law requiring that such information be provided in writing and that you have not withdrawn such consent.
3. TERM AND TERMINATION
3.1 Term. The term of this Agreement begins on the date you first log into the Platform and acknowledge these Terms and will remain in effect in accordance with this Agreement, for one (1) year (the “Term”); provided that Sections 5-10 of these Terms shall survive termination of these Terms. The Term shall automatically renew for an additional twelve (12) consecutive months unless you provide Workrise with a written notice of non-renewal not less than thirty (30) days prior to the expiration of the then-current Term.
3.2 Termination. We reserve the right to modify our Services or to suspend or terminate your access to or use of all or part of our Services at any time; charge, modify, or waive any fees required to use the Services, or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by these Terms, unless otherwise expressly stated by Workrise in writing. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
4. OWNERSHIP AND LIMITED LICENSE.
4.1 Workrise Ownership. The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights, are owned by Workrise or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including all intellectual property rights, are reserved by us or our licensors. Subject to your compliance with these Terms, Workrise hereby grants you a non-transferable, non-sublicensable, and non-exclusive right and license to use the Services, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any such materials. Any rights not expressly granted herein are reserved and no license or right to use any trademark or other intellectual property right of Workrise or any third party is granted to you. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.
4.2 Workrise Trademarks. Workrise and our logos, product or service names, slogans, and the look and feel of the Services are trademarks of Workrise and may not be copied, imitated, or used without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
4.3 Workrise Content. Subject to the limited license granted herein, you shall own all rights, titles, and interests (including all intellectual property and other proprietary rights) in and to User Content. Notwithstanding the foregoing, Workrise shall own all rights, title, and interest in and to any materials, products, tables, modules, or services created by or on behalf of Workrise in any form containing or derived from the User Content, and you shall have no ownership, authorship, or moral rights therein and may use them only as permitted under the license granted by Workrise above. Workrise assembles and retains aggregate statistics and anonymized data from User Content for the purposes of benchmarking and providing comparative and other generalized analyses and reports (“Workrise Content”). By uploading, submitting, or entering User Content into the Platform, you give Workrise permission to retain and use User Content for Workrise Content purposes.
4.4 Third-Party Content. We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service for those interested. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party.
5. REPRESENTATIONS AND WARRANTIES.
5.1 Mutual Representations and Warranties. Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement, to discharge its obligations hereunder, and to grant the rights granted hereunder.
5.2 Additional Representations and Warranties of Workrise. The Services may be temporarily unavailable for scheduled maintenance, updates, or for unscheduled emergency maintenance, either by Workrise, or by a third party, or because of other causes beyond Workrise’s reasonable control, but Workrise will use reasonable efforts to provide advance notice in writing or by email of any scheduled Services disruption. Workrise warrants that the Services will perform substantially in accordance with these Terms describing the functional and technical specifications regarding the Services provided by Workrise. If Services do not conform to the foregoing warranty, Workrise shall use commercially reasonable efforts to correct the affected Services. If Workrise is unable to correct such Services using commercially reasonable efforts, your sole and exclusive remedy shall be to stop using the Services and cancel the Workrise account. The foregoing states Workrise’s sole and exclusive warranty and your sole and exclusive remedy. You assume sole responsibility and liability for results obtained from the use of the Services. Workrise shall not have any liability for any claims, losses, or damage caused by errors or omissions in any information provided to Workrise in connection with the Services or any actions taken by Workrise in accordance with directions provided by you.
5.3 Disclaimer. YOUR USE OF OUR SERVICES AND ANY CONTENT OR MATERIALS PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS) IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, OUR SERVICES, AND ANY CONTENT OR MATERIALS PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WORKRISE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE FOREGOING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WORKRISE DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES OR ANY CONTENT PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS) ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE OR THAT ACCESS TO OUR SERVICES OR ANY CONTENT PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS) WILL BE UNINTERRUPTED. WHILE WORKRISE ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES AND ANY CONTENT PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS) SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR ANY CONTENT PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS), OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT OR MATERIALS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES AND ANY CONTENT PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS), INCLUDING ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA. ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE FOR THE BENEFIT OF WORKRISE, WORKRISE PARTIES, AND WORKRISE’S RESPECTIVE SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS, AS WELL AS THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
5.4 Additional Representations and Warranties of User. You represent and warrant to Workrise that (i) you own all User Content or have obtained all permissions, releases, rights, or licenses required to engage in your sharing of data in connection with the Services without obtaining any further releases or consents; and (ii) User Content and other activities in connection with the Services, and Workrise’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary rights, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing or that may expose Workrise to harm or liability of any nature. You represent and warrant that the User Content is complete and accurate, and you will use Services in accordance with all applicable foreign, federal, state, and local laws and regulations of all applicable jurisdictions and any and all amendments thereto (collectively, “Laws”).
6. LIMITATION OF LIABILITY
6.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WORKRISE AND THE OTHER WORKRISE PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF WORKRISE OR THE OTHER WORKRISE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 THE TOTAL LIABILITY OF WORKRISE AND THE OTHER WORKRISE PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, WILL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT YOU SPENT ON YOUR BUSINESS DEALINGS WITH US DURING THE MOST RECENT TWELVE-MONTH PERIOD, OR (II) IF YOU HAVE NOT PAID US, THE AMOUNT OF $100.
6.3 THE LIMITATIONS SET FORTH IN THIS SECTION 6 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF WORKRISE OR THE OTHER WORKRISE PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
6.4 Release. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE WORKRISE AND THE OTHER WORKRISE PARTIES FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS, AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO DISPUTES BETWEEN USERS AND THE ACTS OR OMISSIONS OF THIRD PARTIES. IF YOU ARE A CONSUMER WHO RESIDES IN CALIFORNIA, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
7. INDEMNIFICATION. To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Workrise and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Workrise Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); (e) your conduct in connection with the Services or (f) your products or services. You will promptly notify Workrise Parties of any third-party Claims, cooperate with Workrise Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). The Workrise Parties will have control of the defense or settlement, at Workrise’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Workrise or the other Workrise Parties.
8. APPLICABLE LAWS AND DISPUTES
8.1 Individual Claims. BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 6.4, OR (II) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND WORKRISE WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.
8.1 Applicable Law. This Agreement, and any disputes directly or indirectly arising from or relating to this Agreement, will be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law. If any Claim is not subject to arbitration pursuant to Section 8, then the state and federal courts located in the County of Travis, Texas, will have exclusive jurisdiction. You and Workrise waive any objection to the venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.
8.2 Dispute Resolution and Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND WORKRISE TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND WORKRISE FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND WORKRISE AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. WORKRISE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
IN THE INTEREST OF RESOLVING DISPUTES BETWEEN YOU AND WORKRISE, OR YOU AND WORKRISE’S CLIENT—WHICH ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS DISPUTE RESOLUTION AND BINDING ARBITRATION SECTION—IN THE MOST EXPEDIENT AND COST EFFECTIVE MANNER, YOU AND WORKRISE AGREE THAT EVERY CLAIM, CONTROVERSY, ALLEGATION, OR DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR IN CONNECTION WITH ANY WORK PERFORMED FOR OR ON BEHALF OF WORKRISE, BOTH PAST AND FUTURE, INCLUDING WITHOUT LIMITATION BEFORE YOU FIRST AGREED TO THESE TERMS, AND AFTER TERMINATION OF THIS AGREEMENT (“WORK DISPUTE”), WILL BE RESOLVED BY BINDING ARBITRATION AS DETAILED IN YOUR AGREEMENT WITH CLIENT, OR, IF NO AGREEMENT EXISTS, THEN THIS AGREEMENT. THIS AGREEMENT TO ARBITRATE SHALL EXTEND TO ANY ENTITY YOU SUE CONCERNING A WORK DISPUTE AND ALLEGE IS YOUR EMPLOYER, JOINTLY, OR OTHERWISE.
ALL CLAIMS MUST BE SUBMITTED TO AND ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”) PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES THEN IN EFFECT (“JAMS RULES”) AND WILL BE RESOLVED THROUGH BINDING ARBITRATION BEFORE ONE ARBITRATOR.
FURTHER, UNLESS BOTH YOU AND WORKRISE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. YOU ALSO AGREE THAT THE ARBITRATOR(S) HAVE NO AUTHORITY TO AWARD PUNITIVE DAMAGES, AND EACH PARTY HEREBY WAIVES ANY RIGHT TO SEEK OR RECOVER PUNITIVE DAMAGES WITH RESPECT TO ANY DISPUTE RESOLVED BY ARBITRATION (“PUNITIVE DAMAGES CLAUSE”), EXCEPT WHERE AN APPLICABLE STATUTE ALLOWS FOR PUNITIVE DAMAGES. IF THE PUNITIVE DAMAGES CLAUSE OF THIS AGREEMENT IS FOUND TO BE INVALID, ILLEGAL, OR UNENFORCEABLE IN ANY JURISDICTION, SUCH INVALIDITY, ILLEGALITY, OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER TERM OR PROVISION IN THIS DISPUTE RESOLUTION AND BINDING ARBITRATION SECTION OR INVALIDATE OR RENDER UNENFORCEABLE SUCH TERM OR PROVISION IN ANY OTHER JURISDICTION. WORKRISE SHALL HAVE THE RIGHT TO PROSPECTIVELY TERMINATE THE PROVISIONS OF THIS DISPUTE RESOLUTION AND ARBITRATION SECTION. TERMINATION IS NOT EFFECTIVE FOR CLAIMS THAT ACCRUED OR OCCURRED PRIOR TO THE DATE OF THE TERMINATION. TERMINATION IS ALSO NOT EFFECTIVE UNTIL TEN (10) DAYS AFTER REASONABLE NOTICE IS GIVEN TO THE CLAIMANT.
These Terms affect interstate commerce, and the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
8.2.1 Exceptions. Nothing in these Terms, including the provisions of Section 8.2, will be deemed to waive, preclude, or otherwise limit the right of either party to (a) bring an individual action in small claims court; (b) pursue enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
8.2.2 Arbitrator. Any arbitration between you and Workrise, or you and Workrise’s customers, will be settled under the Federal Arbitration Act, and if your agreement with the Workrise customer calls for arbitration with the AAA, will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes or the Employment Arbitration Rules and Mediation Procedures (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Workrise. If your agreement with the Client calls for arbitration with JAMS, it will be governed by the Comprehensive Arbitration Rules and Procedures or the JAMS Employment Arbitration Rules, as modified by these Terms, and will be administered by JAMS. The JAMS Rules and filing forms are available online at www.jamsadr.com or by contacting Workrise. ANY SUCH DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED IN ANY ARBITRATION WITH ANY DISPUTE OF ANY OTHER PARTY.
8.2.3 Notice and Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). Workrise’s address for Notice is Workrise Technologies Inc., 111 Congress Ave., Suite 1300, Austin, TX 78701. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Workrise may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Workrise must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Workrise will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Workrise in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
8.2.4 Fees. If you commence arbitration in accordance with these Terms, Workrise will follow the AAA or JAMS’ fee requirements under the applicable AAA or JAMS rules, as modified by this Agreement, where applicable. Any arbitration hearing will take place at a location to be agreed upon in Travis County, Texas, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely on the basis of documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA or JAMS Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA or JAMS Rules. In that case, you agree to reimburse Workrise for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA or JAMS Rules.
Regardless of the manner in which the arbitration is conducted, you and Workrise agree that the arbitrator shall decide all discovery and procedural matters and issue a reasoned award and that the place of arbitration shall be Travis County, Texas. You further agree that you will reimburse Workrise and any third-party beneficiaries of this agreement for any costs or fees associated with enforcing this Dispute Resolution and Arbitration provision. Unless you and Workrise otherwise mutually agree in writing, you and Workrise agree that discovery is limited to no more than five interrogatories, five requests for admission, five requests for production, and eight hours of depositions per side. You and Workrise further agree that third-party subpoenas may be issued only after a showing of good cause, upon the arbitrator’s order allowing any such third-party subpoena to be issued. You and Workrise also agree that motions for summary judgment may only be filed upon a showing of good cause, upon the arbitrator’s order allowing such dispositive motions to be filed. All information and documents obtained during the arbitration will be treated as confidential and used only for purposes of the proceeding. You and Workrise agree to negotiate in good faith and submit an agreed protective order to the arbitrator before making any potentially confidential disclosures. In the event that you and Workrise cannot agree on a form of a protective order, you and Workrise agree to submit separate proposed protective orders and seek an extension of discovery and other deadlines, if necessary, to allow the arbitrator to enter a protective order before disclosures are made. You and Workrise shall maintain the confidential nature of the arbitration proceeding and the arbitration award, including the arbitration hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or unless otherwise required by law or judicial decision. You and Workrise agree that the arbitrator will render an interim reasoned award (“Interim Award”) on which you and Workrise may comment for at least seven days concerning the law and reasoning of the Interim Award before an appealable, reasoned award (“Appealable Award”) is issued. You and Workrise further agree that the Appealable Award may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules or JAMS Optional Arbitration Appeal Procedures (“Appellate Rules”); that the Interim and Appealable Awards shall, at a minimum, be reasoned awards setting forth the findings of fact, conclusions of law, and the reasons supporting the arbitrator’s decision; that the Appealable Award may be overturned upon de novo review of legal errors and for clear errors of fact; and that the Appealable Award shall not be considered a final award until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. For arbitrations under the AAA Rules appeals must be initiated within thirty (30) days of receipt of the Appealable Award, as defined by Rule A-3 of the AAA Appellate Rules, by filing a Notice of Appeal with any AAA office and notifying the other party in writing. For arbitrations under JAMS rules, appeals must be initiated within fourteen (14) days of receipt of the Appealable Award as defined by (b)(i) of the JAMS Appellate Rules, by serving a Notice of Appeal in writing on the Case Manager and the other party. Following the appeal process, the decision rendered by the AAA or JAMS appellate tribunal may be entered in any court having jurisdiction thereof. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
8.2.5 Modifications to this Arbitration Provision. If Workrise makes any future change to this arbitration provision, other than a change to Workrise’s address for Notice, such changes are deemed not material under Section 3 of these Terms, but you may reject any such change by sending us written notice within 30 days of the change to Workrise’s address for Notice, in which case your account with Workrise will be immediately terminated and this arbitration provision will survive, in the form that was in effect immediately prior to the changes you rejected. To the extent that this Dispute Resolution and Binding Arbitration Section (Section 15) conflicts with the provisions of an Agreement Between Independent Professional & RigUp for Use of RigUp Service (“Independent Professional Agreement”) into which you have entered, this Dispute Resolution and Binding Arbitration Section shall govern.
8.2.6 Enforceability. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. If any portion of this Dispute Resolution and Binding Arbitration Section is found to be unenforceable, then that portion of this Dispute Resolution and Binding Arbitration Section will be null and void, the remaining provisions of these Terms will remain in effect, and the exclusive jurisdiction and venue described in these Terms will govern any action arising out of or related to these Terms.
8.3 Dispute with Third Parties. Workrise is not affiliated with any non-employee worker, buyer, or third-party service, and any dispute you have with any non-employee worker, vendor, customer, third-party service, or other third-party, including, without limitation, any other user of the Services, is directly between you and that third-party, and you irrevocably release Workrise from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with those disputes. You will take reasonable precautions in all interactions with other users, particularly if you meet offline or in person, you assume all risks when engaging the services of any other user and in connection with using the Service, including but not limited to any risks associated with sharing confidential information with any other user. Should you perform work as an independent contractor facilitated by Workrise for a third party, you acknowledge that the third party for whom you perform such work is the party ultimately responsible for paying you for that work. In such an instance, you agree to hold Workrise harmless and release Workrise from any associated claims.
9. CONFIDENTIALITY
As used in these Terms, “Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. The Parties agree not to disclose or permit access to Confidential Information other than each other, and if applicable, to its employees, affiliates, officers, directors, consultants, agents, independent contractors, service providers, subcontractors, and legal advisors who are bound by similar or more stringent confidentiality restrictions and have a need to know for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement. Except upon the consent of Disclosing Party, Confidential Information will include (i) the terms and conditions in any Supplemental Terms or agreements executed with User; (ii) your User Content that is designated or reasonably deemed confidential; (iii) Client information and work commissioned; (iv) information about any actual or potential business, pricing, investment or trading decisions or transactions of and with any Client; and (v) any proprietary information of Workrise, Client, or any vendor, provided that Confidential Information does not include any information that a Receiving Party can show: (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; (d) is received from a third party without any duty or confidentiality obligation owed to the Disclosing Party; or (e) is designated as non-confidential by the Disclosing Party. Each Party agrees to treat, protect, and safeguard as proprietary and confidential any Confidential Information received by the Disclosing Party.
We invite you to review our privacy policies for details on how we manage your information and any other data we collect from you during your use of our Services. By sharing your content with us or utilizing our Services, you acknowledge and agree that we will utilize your data in accordance with our privacy policies.
10. MISCELLANEOUS
10.1 Wording. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.”
10.2 Assignment. You may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of Workrise. Workrise may, upon written notice to you, assign or otherwise transfer this Agreement: (i) to any of its Affiliates. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
10.3 Force Majeure. Except with respect to failure to pay fees due under this Agreement, non-performance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, disruption or unavailability of the internet, governmental acts, orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.
10.4 Waiver and Benefit. Workrise’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
10.5 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be contrary to law, such provision will be severed from the Agreement and all remaining provisions continue in full force and effect.
10.6 Entire Agreement. This Agreement (including all order(s) and any referenced and/or attached policies, documents, and Exhibits) contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms, or conditions, and neither party has relied upon any representation, express or implied, not contained in this Agreement. In the event of a conflict between the terms of an order and this Agreement, the terms of this Agreement shall govern.
10.7 Questions. You agree that all Communications and transactions between us may be conducted electronically. If you have a question or complaint regarding the Services, please send an email to support@Workrise.com or write to us at Workrise Technologies Inc, 111 Congress Ave, Suite 1300, Austin, TX 78701. Please note that emails will not necessarily be secure so you should not include payment card information or other sensitive information in your email correspondence with us. Further, under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.
