If a Customer directs you to access and use the Services in order to manage the relationship between you and Customer (“Purpose”), we grant you a limited, non-transferrable, non-sublicensable right and license to access and use the Services only to further the Purpose and as specified herein and on the Services UI.
- Prohibited Use of Our Services.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services or any portion thereof, including without limitation, underlying technology, trade secrets, data, content or information (collectively including the Services, “WorkRails Technology”) in any way; (ii) modify, adapt, translate or make derivative works based upon the WorkRails Technology, (iii) reverse engineer, disassemble, decompile or otherwise attempt to derive source code from the WorkRails Technology, (iv) reproduce any portion of the WorkRails Technology, (v) send or store through or on the WorkRails Technology infringing, or otherwise unlawful or tortious material, including material violative of third party intellectual property or privacy rights; (vi) send or store material containing software viruses, worms, Trojan horses, time bombs, cancelbots or other harmful computer code, files, scripts, agents, programs or programming routines (collectively, “Harmful Code”) to, on or through the WorkRails Technology (or any portion thereof), (vii) interfere with or disrupt the integrity or performance of the WorkRails Technology (or any portion thereof), (viii) access the Services provided to Registered Users by any means other than through your account, (ix) attempt to gain unauthorized access to the WorkRails Technology (or any portion thereof) or its related systems or networks or misrepresent its identity, use or attempt to use any unauthorized identification (including without limitation use of any third party logo, name or other identifier), (x) use the WorkRails Technology (or any portion thereof) for any purpose or in any manner that is unlawful or prohibited by this Agreement, (xi) publicly disseminate information or analysis regarding the performance of the WorkRails Technology, or any portion there, (xii) remove any copyright, trademark, or other proprietary rights notices contained on the WorkRails Application or applied to our Services; (xiii) “frame” or “mirror” any part of the WorkRails Application or our Services without our prior written authorization; (xiv) Use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the WorkRails Application, the Services or its or their contents; or (xv) permit or authorize any party to do any of the foregoing.
- Customers and other Third Parties; Release
Our Services may give you access or links to Customer areas on our Workrails Application and other third-party websites (“Third Party Sites”). We do not control these areas or sites and take no responsibility for them or for any relationship between you and any Customer or any other third party.
IN THE EVENT THAT YOU HAVE A DISPUTE WITH US OR ANY THIRD PARTY, INCLUDING CUSTOMER, RESULTING FROM OR RELATED TO YOUR USE OF OUR SERVICES, YOU HEREBY AGREE TO RELEASE, REMISE AND FOREVER DISCHARGE WORKRAILS, FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER ARISE FROM, RELATE TO, OR ARE CONNECTED WITH SUCH DISPUTE AND/OR YOUR USE OF THE SERVICES.
UNLESS OTHERWISE PROHIBITED BY LAW, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
“Confidential Information” means: (a) WorkRails Technology, (b) any of our business or technical information. Confidential Information does not include information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by you; (ii) is known to you at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the you without use of WorkRails Confidential Information; or (iv) you rightfully obtains from a third party without restriction on use or disclosure. During the term of this Agreement and thereafter, you shall not use any Confidential Information for any purpose other than the Purpose.
- Proprietary Rights.
a. Our Ownership of Application/Services.
We or our licensors own all right, title and interest in and to the WorkRails Application and our Services. In addition, our Services contain copyrighted material, trademarks, and other proprietary information of WorkRails and/or its licensors.
Any suggestions for improvements, modifications or updates to our Services that you provide to us shall be owned exclusively by us and we shall have the right to use them without any compensation to you therefor.
THE APPLICATION, SERVICES AND ANY OTHER MATERIALS MADE AVAILABLE ON OR THROUGH THE USE OF OUR SERVICES ARE PROVIDED BY US ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND AND, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, FREEDOM FROM ERRORS, SUITABILITY OF CONTENT, OR AVAILABILITY.
YOU HEREBY AGREE TO INDEMNIFY, DEFEND AND HOLD WORKRAILS AND OUR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, AND ALL OTHER RELATED PERSONS OR ENTITIES (COLLECTIVELY, THE “INDEMNIFIED PARTIES“) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF YOUR USE OF THE SERVICES AND/OR ANY BREACH BY YOU OF THESE TERMS OF SERVICE OR THE REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY YOU HEREIN, INCLUDING WITHOUT LIMITATION, ATTORNEYS’ FEES AND COSTS. YOU SHALL COOPERATE AS FULLY AS REASONABLY REQUIRED IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU AND YOU SHALL NOT IN ANY EVENT SETTLE ANY MATTER WITHOUT OUR WRITTEN CONSENT. THIS SECTION SURVIVES EXPIRATION OR TERMINATION OF THIS AGREEMENT.
- LIMITATION OF LIABILITY.
IN NO EVENT SHALL WE, NOR ANY OF YOUR OR OUR OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES, BE LIABLE TO YOU FOR (A) ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOSS OF REVENUE OR PROFIT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) DAMAGES IN EXCESS OF $100.
- OTHER TERMS.
a. Applicable Law.
You agree that, except to the extent inconsistent with or preempted by federal law, the laws of the State of New York, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and us and/or between you or any other Registered User or Other User under this Agreement.
b. Jurisdiction; Venue.
You agree that any claim or dispute that has arisen or may arise between you and us under this Agreement and/or the Services Agreement and/or in connection with the Services, must be resolved exclusively by a state or federal court located in New York, New York. You and we agree to submit to the personal jurisdiction of the courts located within New York, New York for the purpose of litigating all such claims or disputes.c. US Export Controls.
Software from the WorkRails Application (the “Software”) is further subject to United States export controls. No Software may be downloaded from the WorkRails Application or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of “Specially Designated Nationals” or the U.S. Commerce Department’s “Table of Deny Orders”. By downloading or using the WorkRails Applications, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
d. Copyright Policy.
The Digital Millennium Copyright Act of 1998 (the “DMCA“) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright law. You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the WorkRails Application or used in any of our Services in a way that constitutes copyright infringement, please contact us immediately at firstname.lastname@example.org.
If we do not enforce any right or remedy available under this Agreement, that failure is not a waiver of the right or remedy for any other breach or failure by you. Our waiver of any requirement in any one instance is not a general waiver of that requirement and does not amend this Agreement. If any part of this Agreement is held invalid or unenforceable, that part is interpreted consistent with applicable laws as nearly as possible to reflect the original intentions of the parties and the rest of this Agreement remains in full force and effect. The provisions of this Agreement that are contemplated to be enforceable after the termination of this Agreement shall survive termination of this Agreement. This Agreement, including the documents referenced herein, contain the entire agreement between us regarding the use of the WorkRails Application and/or our Services. This Agreement is binding on you and each of your successors and assigns. This Agreement may not be assigned to you without our prior written permission. We may assign this Agreement without consent.
f. Contact with Us.
In the event you wish to contact us for any reason relating to this Agreement, you may contact us at email@example.com.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.