WORKSECTION

User Agreement

This User Agreement (hereinafter «Agreement») is concluded between you (hereinafter «User») and LLC «Worksection», hereinafter referred to as Contractor, represented by Director, Oleksii Lushchyk, acting on basis of the Charter (hereinafter «Worksection») and regulates all use of the website https://worksection.com (the «Website») , which is owned and operated by Worksection and Services provided by Worksection, through the Website and all information that is available on the Website.


1. SUBJECT OF AGREEMENT

1.1. Only the person(User) who took all the terms of this Agreement, available at https://worksection.com/offer_agreement_en.html, «Privacy Agreement» posted at https://worksection.com/en/conf_agreement.html, and other rules provided on the Website has right to use the Website.

1.2. User must read carefully the Agreement before using the Website. By using any part of the Website, User agrees to be bound by the terms of this Agreement with Worksection. If you do not agree with the terms of the Agreement (in whole or in part), then you will not be granted the status and rights, and you have no right to use the Website, including but not limited to, any information posted on the Website and any services provided within the Website.

1.3. Terms of Agreement apply to all users of the Website — both to users who do not have an account on the Website (not registered user) or for users who have any account, any of the available types. An account means the totality of information about the user and authorization data (login, password).

1.4. User has no right to use the Services and can not accept the Agreement unless he has reached the legal age, when he has the right to accept such agreements with INRING.

1.5. If the law of the country residence’s or sojourning of User outlaw the use of the Site or Services for any reason, the User shall refrain from using the Site or Services, but if continue to use Software at their own risk.


2. RIGHTS AND RESPONSIBILITIES OF THE PARTIES

2.1. Access to the Website for using the provided with it`s help services is possible only for registered users (who created the account).

2.2. If the User believes that the Website may contain information that would violate his rights, the User must notify Worksection and provide information that confirms the violation of rights. If the user provides false information about the violation of his rights, he bears full responsibility for damages (including costs, fees and payment for legal services).

2.3. When using the Website User is prohibited from:

2.3.1. Create more than one free account on the Website;

2.3.2. To register an Account on behalf of or for another person. At the same time, allowed registration of User by Administrator according to appropriate Account, and also Account of individual or legal person in case of obtaining the necessary authority in the manner and form prescribed by the legislation of Ukraine;

2.3.3. Foment and promote the incitement to religious, racial or ethnic hatred;

2.3.4. Commit acts that violate the rights, freedom, honor and dignity of any person;

2.3.5. To publish information (including any materials) that violates the copyrights, the signs for goods and services, industrial property rights and / or rights to other intellectual property rights that belong to Worksection and / or third parties;

2.3.6. To publish information that violates the rights and legitimate interests of third parties (including the publishing of photos and videos, the main object of which is a person if that person did not consent to publish pictures or video of his participation on the Website);

2.3.7. To publish material of a pornographic nature and the materials prohibited by the publication of legislation on public morals;

2.3.8. Carry out an illegal gathering, storage or distribution of personal information of users of other accounts;

2.3.9. To try to gain access to account and / or login and password of another user in any manner, including but not limited to, using deception, abuse of trust, selection of a login and password;

2.3.10. To place a computer virus and / or programs that may interrupt or disrupt the normal functionality of the hardware and / or software, and telecommunication facilities of any person.

2.4. The Responsibility of the User:

2.4.1. User is responsible for any use of information available on the Website.

2.4.2. The user is solely responsible to third parties for his actions or omissions when using the Website.

2.4.3. Customer agrees to settle all claims of third parties that relate to acts or omissions of the User when using the Website all alone and at his own expense.

2.4.4. If the user does not prove the contrary, any action on the Website made using his account and / or his / her login and password, considered to be executed in this Account, and the User is solely responsible for such actions, their consequences and results as of if the use of User’s account by a third person was authorized by the User.

2.4.5. In the case of publishing the information by User on the Website infringing the Agreements between the Parties or applicable law Worksection has the right to block access to such information without notice, at its sole discretion, on the period of time needed to determine legality of publishing and using such information.

2.4.6. For violating the terms of this Agreement, Worksection has the right, without prior notification to block User from accessing the Website and / or remove User account.

2.4.7. The User that has the rights of new user registration within its Account on the Website, confirms that at the time of creating by him the Account for new User, new User has consented to the creation of such an Account, and that the new User has read and fully accept the conditions of this Agreement, the terms of «Privacy Agreement» and the conditions of other agreements referred to in the Website, which are binding for the use of the Website and Services. Otherwise, the User bears full and sole responsibility for the actions of new User using Websites and Services by him.

2.4.8. The User, providing for use his Account to another person confirms, that at the moment providing such using, new User has read and fully accept the conditions of this Agreement, the terms of «Privacy Agreement» and the conditions of other agreements referred to in the Website, which are binding for the use of the Website and Services. Otherwise, the User who provided access to his Account bears full and sole responsibility for the actions of new User using Websites and services by him.

2.4.9. The User, who registered the new User within his Account, has the right to delete the Account of this User solely at any moment. The new User accept such condition of Agreement.


2.5. The Responsibility of Worksection:

2.5.1. Worksection is not responsible for any use by third parties the content posted by Users on the Website (for example if the User has authorized access for a third party to User`s information, or if the third party gained an unauthorized access), including the copying, reproduction and distribution, as implemented in within the Website, and other possible ways.

2.5.2. Worksection is not reimbursing for damages, direct or indirect, caused to User or any third partes in the result of use or non-use, including inability to use the Website.

2.5.3. Worksection assumes no obligation to check, change and control the information that is published by someone on the Website, does not guarantee and is not responsible for the accuracy of the information, its legality, quality and compliance with the specific demands and needs of Users of the Website.

2.5.4. Worksection is not responsible for the content of websites that do not belong to him, references to which may be presented on the Website, and do not guarantee their availability, correct operation and compliance with the noted theme.


3. INTELLECTUAL PROPERTY

3.1. The user who published on the Website any information that contains intellectual property, including but not limited to, text, graphics, audio and video products, computer programs, databases, trade marks for goods and services, etc., ensures that upload to the Website, copying and use of this information and / or intellectual property rights contained in it, will not infringe rights of third parties.

3.2. This Agreement does not grant to the User any ownership rights to any intellectual property of Worksection or third parties, if it is not explicitly noted, and all ownership rights with respect to such facilities remain solely to Worksection and / or the relevant third party.


4. CONFIDENTIALITY

4.1. The User confirms that he has a look at and fully accept the conditions of the «Privacy Agreement» concluded between Worksection and User.


5. ADDITIONAL TERMS

5.1. Worksection has the right to amend to this Agreement. All amends to the Agreement will be available in a new version of the Agreement at https://worksection.com/user_agreement_en.html. In the case of significant amends to the Agreement, Worksection further inform User about these amends by e-mail. All amends to the Agreement shall enter into force after their publication. Using the services or Website the User agrees to new terms in the Agreement in force as from the date of using services or Website.

5.2. Worksection is not responsible for loss or damage suffered by Users or third parties resulting from erroneous understanding or misunderstanding of the terms of this Agreement, instructions or guidance on the use of Website or Services for order of providing data and other technical issues.

5.3. The user provides Worksection the right to send messages to the User, which contain information about the Website, services of Worksection and other information. The User agree that such messages do not determined as «Spam» (the messages including advertising which the User do not want to receive.

5.4. In the case of invalidation or unenforceable any part of this Agreement, other parts of the Agreement shall remain in force. Failure of either Party of any term or condition of this Agreement or any breach of them does not negate the effect of this provision or condition.

5.5. Worksection provide the Website «as is». Worksection do not guarantee compliance the Website to objectives and expectations of User. Worksection responsible for the uninterrupted operation and error-free performance of the Website, as well as the safety of the user account and information, which is posted by the User on the Website only in the framework of agreements and contracts concluded between the User and Worksection.

5.6. Worksection has the right to unilaterally change the value, types and duration of services provided within the Website.

5.7. Worksection may assign its rights under this Agreement to any third party at any time and without notice.

5.8. Until this Agreement and relations between Worksection and the User, apply the legislation of Ukraine. The Parties fully agrees that the competent courts of Ukraine shall have exclusive jurisdiction for any claims and disputes relating to the Agreement.

Data Processing Addendum (DPA)

The pro­tec­tion of indi­vid­u­als’ per­son­al data is a fun­da­men­tal right under EU law and cur­rent­ly reg­u­lat­ed by the Gen­er­al Data Pro­tec­tion Reg­u­la­tion (Reg­u­la­tion (EU) 2016⁄679) (the ​“GDPR”). The GDPR spec­i­fies that the pro­cess­ing of per­son­al data by a proces­sor on behalf of a con­troller shall be gov­erned by a writ­ten agree­ment reg­u­lat­ing amongst oth­ers the cir­cum­stances and con­di­tions under which such pro­cess­ing may take place.

This Data Pro­cess­ing Adden­dum (the ​“Adden­dum” or ​“DPA”) forms part of the Work­sec­tion Terms of Ser­vice avail­able at work​sec​tion​.com/​e​n​/​a​g​r​e​e​m​e​n​t​.html, (the ​“Terms of Ser­vice”, updat­ed from time to time), or oth­er agree­ment gov­ern­ing the use of Worksection’s ser­vices (“Agree­ment”) entered by and between you, the Cus­tomer (as defined in the Agree­ment — col­lec­tive­ly, ​“you”, ​“your”, ​“Cus­tomer”), and Work­sec­tion LLC (“Work­sec­tion”, ​“us”, ​“we”, ​“our”) to reflect the par­ties’ agree­ment with regard to the Pro­cess­ing of Per­son­al Data by Work­sec­tion sole­ly on behalf of the Cus­tomer. Both par­ties shall be referred to as the ​“Par­ties” and each, a ​“Par­ty”.

The Par­ties have agreed that Work­sec­tion shall pro­vide Cus­tomer with a cloud-based project man­age­ment tool (here­inafter referred to as the ​“Ser­vices”), under which Work­sec­tion will be pro­cess­ing cer­tain per­son­al data on behalf of the Cus­tomer in the capac­i­ty of proces­sor. As such, the Par­ties acknowl­edge the need to enter into this sep­a­rate Adden­dum to reg­u­late the pro­cess­ing of per­son­al data by Work­sec­tion on behalf of the Cus­tomer. By using the Ser­vices, Cus­tomer accepts this DPA and any­one who is enter­ing into the Terms of Ser­vice on behalf of a com­pa­ny or oth­er legal enti­ty, rep­re­sents to have the author­i­ty to bind such enti­ty and its affil­i­ates to these terms and con­di­tions, in which case the terms ​“you” and ​“your” here­in shall refer to such enti­ty. If you can­not, or do not agree to, com­ply and be bound by this DPA, or do not have author­i­ty to bind the Cus­tomer or any oth­er enti­ty, please do not pro­vide Per­son­al Data to us.

In the event of any con­flict between cer­tain pro­vi­sions of this DPA and the pro­vi­sions of the Agree­ment, the pro­vi­sions of this DPA shall pre­vail over the con­flict­ing pro­vi­sions of the Agree­ment sole­ly with respect to the Pro­cess­ing of Per­son­al Data.

1. DEF­I­N­I­TIONS

Cap­i­tal­ized terms not defined here­in shall have the mean­ings assigned to such terms in the Agreement.

(a) ​“Affil­i­ate” means any enti­ty that direct­ly or indi­rect­ly con­trols, is con­trolled by, or is under com­mon con­trol with the sub­ject enti­ty. ​“Con­trol”, for pur­pos­es of this def­i­n­i­tion, means direct or indi­rect own­er­ship or con­trol of more than 50% of the vot­ing inter­ests of the sub­ject entity.

(b) ​“Autho­rized Affil­i­ate” means any of Customer’s Affiliate(s) which is explic­it­ly per­mit­ted to use the Ser­vices pur­suant to the Agree­ment between Cus­tomer and Work­sec­tion but has not signed its own agree­ment with Work­sec­tion and is not a ​“Cus­tomer” as defined under the Agreement.

© ​“CCPA” means the Cal­i­for­nia Con­sumer Pri­va­cy Act of 2018. Sec­tion 1798.100.

(d) The terms, ​“Con­troller“, ​“Mem­ber State“, ​“Proces­sor“, ​“Pro­cess­ing” and ​“Super­vi­so­ry Author­i­ty” shall have the same mean­ing as in the GDPR. The terms ​“Busi­ness”, ​“Busi­ness Pur­pose”, ​“Con­sumer” and ​“Ser­vice Provider” shall have the same mean­ing as in the CCPA.

For the pur­pose of clar­i­ty, with­in this DPA ​“Con­troller” shall also mean ​“Busi­ness”, and ​“Proces­sor” shall also mean ​“Ser­vice Provider”, to the extent that the CCPA applies. In the same man­ner, Processor’s Sub-proces­sor shall also refer to the con­cept of Ser­vice Provider.

(e) ​“Data Pro­tec­tion Laws” means all applic­a­ble and bind­ing pri­va­cy and data pro­tec­tion laws and reg­u­la­tions, includ­ing such laws and reg­u­la­tions of the Euro­pean Union, the Euro­pean Eco­nom­ic Area and their Mem­ber States, Switzer­land, the Unit­ed King­dom, Cana­da, and the Unit­ed States of Amer­i­ca, as applic­a­ble to the Pro­cess­ing of Per­son­al Data under the Agree­ment includ­ing (with­out lim­i­ta­tion) the GDPR, the UK GDPR, and the CCPA, as applic­a­ble to the Pro­cess­ing of Per­son­al Data here­un­der and in effect at the time of Processor’s per­for­mance hereunder.

(f) ​“Data Sub­ject” means the iden­ti­fied or iden­ti­fi­able per­son to whom the Per­son­al Data relates.

(g) ​“GDPR” means the Reg­u­la­tion (EU) 2016⁄679 of the Euro­pean Par­lia­ment and of the Coun­cil of 27 April 2016 on the pro­tec­tion of nat­ur­al per­sons with regard to the pro­cess­ing of per­son­al data and on the free move­ment of such data, and repeal­ing Direc­tive 95/46/EC (Gen­er­al Data Pro­tec­tion Regulation).

(h) ​“Per­son­al Data” or ​“Per­son­al Infor­ma­tion” means any infor­ma­tion that iden­ti­fies, relates to, describes, is capa­ble of being asso­ci­at­ed with, or could rea­son­ably be linked, direct­ly or indi­rect­ly, to or with an iden­ti­fied or iden­ti­fi­able nat­ur­al per­son or Con­sumer, which is processed by Work­sec­tion sole­ly on behalf of Cus­tomer, under this DPA and the Agree­ment between Cus­tomer and Worksection.

(i) ​“Ser­vices” means the cloud-based work oper­at­ing sys­tem plat­form (“Plat­form”) and any oth­er ser­vices pro­vid­ed to Cus­tomer by Work­sec­tion under the Agreement.

(j) ​“Secu­ri­ty Doc­u­men­ta­tion” means the secu­ri­ty doc­u­men­ta­tion specif­i­cal­ly applic­a­ble to the Pro­cess­ing of Per­son­al Data by Work­sec­tion under the Agree­ment and this DPA, as updat­ed from time to time, and acces­si­ble via work​sec​tion​.com/​e​n​/​a​g​r​e​e​m​e​n​t​.html, or as oth­er­wise made rea­son­ably avail­able by Worksection.

(k) ​“Sen­si­tive Data” means Per­son­al Data that is pro­tect­ed under a spe­cial leg­is­la­tion and requires unique treat­ment, such as ​“spe­cial cat­e­gories of data”, ​“sen­si­tive data” or oth­er mate­ri­al­ly sim­i­lar terms under applic­a­ble Data Pro­tec­tion Laws, which may include any of the fol­low­ing: (a) social secu­ri­ty num­ber, tax file num­ber, pass­port num­ber, driver’s license num­ber, or sim­i­lar iden­ti­fi­er (or any por­tion there­of); (b) cred­it or deb­it card num­ber; © finan­cial, cred­it, genet­ic, bio­met­ric or health infor­ma­tion; (d) infor­ma­tion reveal­ing racial or eth­nic ori­gin, polit­i­cal opin­ions, reli­gious or philo­soph­i­cal beliefs, or trade union mem­ber­ship, genet­ic data or bio­met­ric data for the pur­pose of unique­ly iden­ti­fy­ing a nat­ur­al per­son, data con­cern­ing health or a person’s sex life or sex­u­al ori­en­ta­tion, or data relat­ing to crim­i­nal con­vic­tions and offences; and/​or (e) account pass­words in unhashed form.

(l) ​“Sub-proces­sor” means any third par­ty that Process­es Per­son­al Data under the instruc­tion or super­vi­sion of Worksection.

(m) ​“UK GDPR” means the Data Pro­tec­tion Act 2018, as well as the GDPR as it forms part of the law of Eng­land and Wales, Scot­land and North­ern Ire­land by virtue of sec­tion 3 of the Euro­pean Union (With­draw­al) Act 2018 and as amend­ed by the Data Pro­tec­tion, Pri­va­cy and Elec­tron­ic Com­mu­ni­ca­tions (Amend­ments etc.) (EU Exit) Reg­u­la­tions 2019 (SI 2019⁄419).

2. DATA PROCESSING

2.1. Scope and Roles. This Adden­dum applies when Cus­tomer Data is processed by Work­sec­tion on behalf of Cus­tomer as part of per­form­ing the Services.

2.2. Com­pli­ance with Laws. Each par­ty will com­ply with all laws, rules and reg­u­la­tions applic­a­ble to it and bind­ing on it in the per­for­mance of this Adden­dum, includ­ing all statu­to­ry require­ments relat­ing to data protection.

2.3. The Nature and Pur­pose of Data Pro­cess­ing. As long as Cus­tomer is using the Ser­vices, and as a con­se­quence of Cus­tomer using the Ser­vices, Work­sec­tion will process Cus­tomer Data on behalf of Cus­tomer. Cus­tomer Data includes but is not lim­it­ed to names, address­es and con­tact infor­ma­tion of the Customer’s invit­ed users, as well as oth­er kind of per­son­al data which Cus­tomer will upload to the Ser­vices in dif­fer­ent project, col­lec­tions and boards. Cus­tomer Data can relate to Customer’s employ­ees, direc­tors, offi­cers, cus­tomers and sub­con­trac­tors, but also to third par­ties which are some­how part of or relat­ed to a project man­aged by Cus­tomer when using the Ser­vices. Cus­tomer Data may also include tech­ni­cal data, usage data, qual­i­ty sta­tis­tics and sim­i­lar infor­ma­tion (includ­ing but not lim­it­ed to device relat­ed and loca­tion-based met­rics) relat­ed to Customer’s access to and use of the Services.

2.4. Instruc­tions for Data Pro­cess­ing. Work­sec­tion will process Cus­tomer Data in accor­dance with Customer’s doc­u­ment­ed instruc­tions, includ­ing with regard to trans­fers of per­son­al data to a third coun­try or an inter­na­tion­al orga­ni­za­tion, unless required to do oth­er­wise by applic­a­ble law. Any addi­tion­al costs, which arise as a result of such restric­tions, shall be borne by Cus­tomer. The par­ties agree that this Adden­dum is Customer’s com­plete and final instruc­tions to Work­sec­tion in rela­tion to pro­cess­ing of Cus­tomer Data. Pro­cess­ing out­side the scope of this Adden­dum (if any) will require pri­or writ­ten agree­ment between Work­sec­tion and Cus­tomer on addi­tion­al instruc­tions for pro­cess­ing, includ­ing agree­ment on any addi­tion­al fees Cus­tomer will pay to Work­sec­tion for car­ry­ing out such instruc­tions. Cus­tomer may ter­mi­nate this Adden­dum if Work­sec­tion declines to fol­low instruc­tions request­ed by Cus­tomer that are out­side the scope of this Addendum.

2.5. Access or Use. Work­sec­tion will not access or use Cus­tomer Data, except as nec­es­sary to main­tain, improve and pro­vide the Ser­vices request­ed by Customer.

2.6. Details of the Pro­cess­ing. The dura­tion of the pro­cess­ing, the nature and pur­pose of the pro­cess­ing, the types of Cus­tomer Data and cat­e­gories of data sub­jects processed under this DPA are fur­ther spec­i­fied in Annex 1 (Details of the Pro­cess­ing) to this DPA.

2.7. Assis­tance. Tak­ing into account the nature of the pro­cess­ing, Work­sec­tion shall assist Cus­tomer by appro­pri­ate tech­ni­cal and orga­ni­za­tion­al mea­sures, inso­far as this is pos­si­ble, for the ful­fil­ment of Customer’s oblig­a­tion to respond to requests for exer­cis­ing the data subject’s rights.

2.8. Dis­clo­sure. Work­sec­tion will not dis­close Cus­tomer Data to any gov­ern­ment, except as nec­es­sary to com­ply with the law or a valid and bind­ing order of a law enforce­ment agency (such as a sub­poe­na or court order). If a law enforce­ment agency sends Work­sec­tion a demand for Cus­tomer Data, Work­sec­tion will attempt to redi­rect the law enforce­ment agency to request that data direct­ly from Cus­tomer. As part of this effort, Work­sec­tion may pro­vide Customer’s basic con­tact infor­ma­tion to the law enforce­ment agency. If com­pelled to dis­close Cus­tomer Data to a law enforce­ment agency, then Work­sec­tion will give Cus­tomer rea­son­able Notice of the demand to allow Cus­tomer to seek a pro­tec­tive order or oth­er appro­pri­ate rem­e­dy unless Work­sec­tion is legal­ly pro­hib­it­ed from doing so.

2.9. Work­sec­tion Per­son­nel. Work­sec­tion restricts its per­son­nel from pro­cess­ing Cus­tomer Data with­out autho­riza­tion by Work­sec­tion. Work­sec­tion will impose appro­pri­ate con­trac­tu­al oblig­a­tions upon its per­son­nel, includ­ing rel­e­vant oblig­a­tions regard­ing con­fi­den­tial­i­ty, data pro­tec­tion and data security.

2.10. Cus­tomer Con­trols. Work­sec­tion makes avail­able a num­ber of secu­ri­ty fea­tures and func­tion­al­i­ties that Cus­tomer may elect to use. Cus­tomer is respon­si­ble for prop­er­ly (a) con­fig­ur­ing the Ser­vices, (b) using the con­trols avail­able in con­nec­tion with the Ser­vices (includ­ing the secu­ri­ty con­trols), and © tak­ing such steps as Cus­tomer con­sid­ers ade­quate to main­tain appro­pri­ate secu­ri­ty, pro­tec­tion, dele­tion and back­up of Cus­tomer Data, which may include use of encryp­tion tech­nol­o­gy to pro­tect Cus­tomer Data from unau­tho­rized access and rou­tine archiv­ing of Cus­tomer Data.

3. CROSS-BOR­DER DATA TRANSFERS

3.1. Trans­fers from the EEA and Switzer­land to coun­tries that offer ade­quate lev­el or data pro­tec­tion. Per­son­al Data may be trans­ferred from EU mem­ber states, Nor­way, Liecht­en­stein and Ice­land (col­lec­tive­ly ​“EEA”), and Switzer­land, to coun­tries that offer an ade­quate lev­el of data pro­tec­tion under or pur­suant to the ade­qua­cy deci­sions pub­lished by the rel­e­vant data pro­tec­tion author­i­ties of the EEA, the Euro­pean Union, the Mem­ber States or the Euro­pean Com­mis­sion, or Switzer­land as rel­e­vant (“Ade­qua­cy Deci­sions”), as applic­a­ble, with­out any fur­ther safe­guard being necessary.

3.2. Trans­fers to oth­er coun­tries. If the Pro­cess­ing of Per­son­al Data by Work­sec­tion includes trans­fers (either direct­ly or via onward trans­fer) from the EEA or Switzer­land to oth­er coun­tries which have not been sub­ject to a rel­e­vant Ade­qua­cy Deci­sion, and such trans­fers are not per­formed through an alter­na­tive rec­og­nized com­pli­ance mech­a­nism as may be adopt­ed by Work­sec­tion for the law­ful trans­fer of per­son­al data (as defined in the GDPR) out­side the EEA or Switzer­land, as applic­a­ble, then the ​“2021 Stan­dard Con­trac­tu­al Claus­es” (as approved by the Euro­pean Com­mis­sion in deci­sion Imple­ment­ing Deci­sion (EU) 2021⁄914) and relat­ed annex­es and appen­dices shall apply.

4. SECU­RI­TY RESPONSIBILITIES

Work­sec­tion will imple­ment such tech­ni­cal and orga­ni­za­tion­al mea­sures to pro­tect Cus­tomer Data against acci­den­tal or unlaw­ful destruc­tion or acci­den­tal loss, alter­ation, unau­tho­rized pro­cess­ing, dis­clo­sure and access, which are required by applic­a­ble law. Work­sec­tion will main­tain an infor­ma­tion secu­ri­ty pro­gram (includ­ing the adop­tion and enforce­ment of inter­nal poli­cies and pro­ce­dures) designed to (a) help Cus­tomer secure Cus­tomer Data against acci­den­tal or unlaw­ful loss, access or dis­clo­sure, (b) iden­ti­fy rea­son­ably fore­see­able and inter­nal risks to secu­ri­ty and unau­tho­rized access to the Work­sec­tion, and © min­i­mize secu­ri­ty risks, includ­ing through risk assess­ment and reg­u­lar test­ing. Work­sec­tion will des­ig­nate one or more employ­ees to coor­di­nate and be account­able for the infor­ma­tion secu­ri­ty pro­gram. The infor­ma­tion secu­ri­ty pro­gram will include mea­sures relat­ing to both net­work and phys­i­cal secu­ri­ty, and will be reviewed peri­od­i­cal­ly by Work­sec­tion to deter­mine whether addi­tion­al or dif­fer­ent secu­ri­ty mea­sures are required to respond to new secu­ri­ty risks or find­ings gen­er­at­ed by the peri­od­ic reviews. If Cus­tomer wish­es Work­sec­tion to take any fur­ther mea­sures, Work­sec­tion will do so to a rea­son­able extent, but any addi­tion­al costs shall be borne by Cus­tomer. Cus­tomer con­firms that it deems the mea­sures set forth in Annex 2 as being appro­pri­ate tech­ni­cal and orga­ni­za­tion­al safe­guards in rela­tion to the pro­cess­ing of Per­son­al Data.

5. CUSTOMER’S RESPONSIBILITY

Cus­tomer is sole­ly respon­si­ble for review­ing the infor­ma­tion made avail­able by Work­sec­tion relat­ing to data secu­ri­ty and mak­ing an inde­pen­dent deter­mi­na­tion as to whether the Ser­vices meet Customer’s require­ments, and for ensur­ing that Customer’s per­son­nel and con­sul­tants fol­low the guide­lines they are pro­vid­ed regard­ing data security.

6. AUDIT

Upon the request of Cus­tomer and dur­ing reg­u­lar busi­ness hours, Work­sec­tion will sub­mit its data pro­cess­ing facil­i­ties for audit of the pro­cess­ing activ­i­ties cov­ered by the Adden­dum which shall be car­ried out by Cus­tomer at Customer’s expense.

7. SECU­RI­TY

7.1. If Work­sec­tion becomes aware of either (a) any unlaw­ful access to any Cus­tomer Data stored on Worksection’s equip­ment or in Worksection’s facil­i­ties; or (b) any unau­tho­rized access to such equip­ment or facil­i­ties, where in either case such access results in loss, dis­clo­sure, or alter­ation of Cus­tomer Data (each a ​“Secu­ri­ty Inci­dent”), Work­sec­tion will prompt­ly: (a) noti­fy Cus­tomer of the Secu­ri­ty Inci­dent; and (b) take rea­son­able steps to mit­i­gate the effects and to min­i­mize any dam­age result­ing from the Secu­ri­ty Incident.

7.2. Cus­tomer agrees that:

(i) an unsuc­cess­ful Secu­ri­ty Inci­dent will not be sub­ject to this Sec­tion. An unsuc­cess­ful Secu­ri­ty Inci­dent is one that results in no unau­tho­rized access to Cus­tomer Data or to any of Worksection’s equip­ment or facil­i­ties stor­ing Cus­tomer Data, and may include, with­out lim­i­ta­tion, pings and oth­er broad­cast attacks on fire­walls or edge servers, port scans, unsuc­cess­ful log-on attempts, denial of ser­vice attacks, pack­et sniff­ing (or oth­er unau­tho­rized access to traf­fic data that does not result in access beyond IP address­es or head­ers) or sim­i­lar inci­dents; and

(ii) Worksection’s oblig­a­tion to report or respond to a Secu­ri­ty Inci­dent under this Sec­tion is not and will not be con­strued as an acknowl­edge­ment by Work­sec­tion of any fault or lia­bil­i­ty of Work­sec­tion with respect to the Secu­ri­ty Incident.

7.3. Notification(s) of Secu­ri­ty Inci­dents, if any, will be deliv­ered to one or more of Customer’s admin­is­tra­tors by any means Work­sec­tion selects, includ­ing via email. It is Customer’s sole respon­si­bil­i­ty to ensure Customer’s admin­is­tra­tors main­tain accu­rate con­tact infor­ma­tion on the Work­sec­tion at all times.

8. SUB-PROCES­SORS

8.1. Autho­rized Sub-proces­sors. Cus­tomer agrees that Work­sec­tion may use sub-proces­sors to ful­fil its con­trac­tu­al oblig­a­tions under this Adden­dum or to pro­vide cer­tain ser­vices on its behalf, such as pro­vid­ing sup­port ser­vices. Work­sec­tion main­tains a list of sub-proces­sors on its web­site work​sec​tion​.com/​e​n​/​a​g​r​e​e​m​e​n​t​.html. Work­sec­tion shall noti­fy Cus­tomer of any intend­ed changes con­cern­ing the addi­tion or replace­ment of sub-proces­sors, to which the Cus­tomer may object. Cus­tomer is noti­fied when Work­sec­tion updat­ing the list of sub-proces­sors on its web­site. If Cus­tomer has made no such objec­tion with­in thir­ty (30) days from the date of receipt of the notification/​date of update on the web­site, Cus­tomer is assumed to have made no objec­tion. In case of an objec­tion from the Cus­tomer, Work­sec­tion has the right to cure the Customer’s objec­tion at Worksection’s sole dis­cre­tion. If (i) no cor­rec­tive option is rea­son­ably avail­able; or (ii) the par­ties have not been able to find a mutu­al­ly agree­able solu­tion, and (iii) the objec­tion has not been cured with­in thir­ty (30) days after Work­sec­tion receiv­ing the objec­tion, either Par­ty may ter­mi­nate the Terms of Ser­vice with imme­di­ate effect.

8.2. Sub-proces­sor Oblig­a­tions. Where Work­sec­tion autho­rizes any sub-proces­sor as described in this Section:

(i) Work­sec­tion will restrict the sub-processor’s access to Cus­tomer Data only to what is nec­es­sary to main­tain the Ser­vices or to pro­vide the Ser­vices to Cus­tomer in accor­dance with the Terms of Ser­vice and Work­sec­tion will pro­hib­it the sub-proces­sor from access­ing Cus­tomer Data for any oth­er purpose.

(ii) Work­sec­tion will impose appro­pri­ate con­trac­tu­al oblig­a­tions in writ­ing upon the sub-proces­sor that are no less pro­tec­tive than this Adden­dum, includ­ing rel­e­vant con­trac­tu­al oblig­a­tions regard­ing con­fi­den­tial­i­ty, data pro­tec­tion, data secu­ri­ty and audit rights; and

(iii) Work­sec­tion will remain respon­si­ble for its com­pli­ance with the oblig­a­tions of this Adden­dum and for any acts or omis­sions of the sub-proces­sor that cause Work­sec­tion to breach any of Worksection’s oblig­a­tions under this Addendum.

9. OBLIG­A­TIONS TO INFORM

If Cus­tomer Data becomes sub­ject to con­fis­ca­tion dur­ing bank­rupt­cy or insol­ven­cy pro­ceed­ings, or sim­i­lar mea­sures by third par­ties while being processed by Work­sec­tion, Work­sec­tion will inform Cus­tomer with­out undue delay. Work­sec­tion will, with­out undue delay, noti­fy all rel­e­vant par­ties in such action (e.g. cred­i­tors, bank­rupt­cy trustee) that any Cus­tomer Data sub­ject­ed to those pro­ceed­ings is Customer’s prop­er­ty and area of respon­si­bil­i­ty and that Cus­tomer Data is at Customer’s sole disposition.

10. RETURN AND DELE­TION OF PER­SON­AL DATA

Fol­low­ing ter­mi­na­tion of the Agree­ment and ces­sa­tion of the Ser­vices, at the choice of Cus­tomer (indi­cat­ed through the Plat­form or in writ­ten noti­fi­ca­tion to Proces­sor), Proces­sor shall delete or return to Cus­tomer all the Per­son­al Data it Process­es sole­ly on behalf of the Cus­tomer in the man­ner described in the Agree­ment, and Proces­sor shall delete exist­ing copies of such Per­son­al Data unless Data Pro­tec­tion Laws require oth­er­wise. To the extent autho­rized or required by applic­a­ble law, Proces­sor may also retain one copy of the Per­son­al Data sole­ly for evi­dence pur­pos­es and/​or for the estab­lish­ment, exer­cise or defense of legal claims and/​or for com­pli­ance with legal obligations.

ANNEX 1 — DETAILS OF THE PROCESSING


Cat­e­gories of Data Subjects.
Cus­tomer may sub­mit Per­son­al Data to the Ser­vice which may include, but is not lim­it­ed to, Per­son­al Data relat­ing to the fol­low­ing cat­e­gories of Data Subjects:

● Customer’s invit­ed users
● Employ­ees of Customer
● Con­sul­tants of Customer
● Agents of Customer
● Advi­sors of Customer
● Busi­ness part­ners and ven­dors of Cus­tomer (who are nat­ur­al persons)

Any oth­er third par­ty indi­vid­ual with whom Cus­tomer decides to com­mu­ni­cate through the Service.

Cat­e­gories of data.
Any per­son­al data com­prised in Cus­tomer Data, i.e. Per­son­al Data that is uploaded by the Cus­tomer to the Ser­vices under Customer’s Work­sec­tion accounts or oth­er­wise processed by Work­sec­tion on behalf of Cus­tomer, in con­nec­tion with Customer’s use of the Services.

The Cus­tomer acknowl­edges and under­stands that the Ser­vices are used for col­lab­o­ra­tion and plan­ning, and that they are not designed for the pro­cess­ing of spe­cial cat­e­gories of per­son­al data.

Dura­tion of Processing.
Sub­ject to any Sec­tion of the DPA and/​or the Agree­ment deal­ing with the dura­tion of the pro­cess­ing and the con­se­quences of the expi­ra­tion or ter­mi­na­tion there­of, Work­sec­tion will Process Per­son­al Data pur­suant to the DPA and Agree­ment for the dura­tion of the Agree­ment, unless oth­er­wise agreed upon in writ­ing. Cus­tomer will itself delete Per­son­al Data uploaded to the Ser­vices, in accor­dance with its own reten­tion policies.

Pro­cess­ing oper­a­tions and frequency.
The pro­cess­ing takes place con­tin­u­ous­ly, as Cus­tomer avails itself of the Services.

The per­son­al data may be sub­ject to the fol­low­ing pro­cess­ing activities:

● stor­age and oth­er pro­cess­ing nec­es­sary to pro­vide, main­tain and improve the Ser­vices pro­vid­ed to the Data Exporter;
● to pro­vide cus­tomer and tech­ni­cal sup­port to the Data Exporter;
● dis­clo­sures in accor­dance with the Agree­ment, as com­pelled by law.

Sub-pro­cess­ing operations.
Sub-proces­sors are engaged by Work­sec­tion for web ana­lyt­ics, ERP, cus­tomer data ana­lyt­ics, cus­tomer sup­port, servers and host­ing, and email functionalities.

ANNEX 2 – TECH­NI­CAL AND ORGA­NI­ZA­TION­AL SECU­RI­TY MEASURES


Mea­sures of pseu­do­nymiza­tion and encryp­tion of per­son­al data.
Work­sec­tion main­tains cus­tomer data encrypt­ed at rest using a cipher strength equiv­a­lent to 256 bit sym­met­ric cryp­to or bet­ter. Data is encrypt­ed in tran­sit using TLS 1.2 or later.

Mea­sures for ensur­ing ongo­ing con­fi­den­tial­i­ty, integri­ty, and avail­abil­i­ty and resilience of pro­cess­ing sys­tems and services.
The infra­struc­ture for the Work­sec­tion ser­vices spans mul­ti­ple data cen­tres in dif­fer­ent EU coun­tries and in Ukraine.

Mea­sures for ensur­ing the abil­i­ty to restore avail­abil­i­ty and access to Per­son­al Data in a time­ly man­ner in the event of a phys­i­cal or tech­ni­cal incident.
Work­sec­tion back­ups up cus­tomer data in real time. Back­ups are retained redun­dant­ly across mul­ti­ple data cen­tres and are encrypt­ed in tran­sit and at rest with indus­try stan­dard ciphers with cipher strength equiv­a­lent to 256 bit sym­met­ric crypto.

Process­es for reg­u­lar test­ing to ensure the secu­ri­ty of processing.
Work­sec­tion main­tains a secu­ri­ty pro­gram based on ISO 27001 stan­dards. This includes admin­is­tra­tive, orga­ni­za­tion­al, tech­ni­cal and phys­i­cal secu­ri­ty safe­guards designed to pro­tect the con­fi­den­tial­i­ty, integri­ty and avail­abil­i­ty of cus­tomer data. Work­sec­tion per­forms annu­al third par­ty appli­ca­tion and net­work pen­e­tra­tion tests.

Mea­sures for user iden­ti­fi­ca­tion and authorization.
Work­sec­tion per­son­nel are required to use unique user cre­den­tials and secrets for authentication.

Mea­sures for the pro­tec­tion of data dur­ing transmission.
Cus­tomer data is encrypt­ed with TLS 1.2 or lat­er encryp­tion dur­ing trans­mis­sion between the cus­tomer and Work­sec­tion as well as inter­nal­ly between Work­sec­tion systems.

Mea­sures for the pro­tec­tion of data dur­ing storage.
Cus­tomer data is stored encrypt­ed using indus­try stan­dard 256 bit sym­met­ric ciphers.

Mea­sures for ensur­ing sys­tems con­fig­u­ra­tion, includ­ing default configuration.
Work­sec­tion applies Secure Soft­ware Devel­op­ment Life­cy­cle (Secure SDLC) stan­dards to per­form numer­ous secu­ri­ty-relat­ed activ­i­ties for the Ser­vices across dif­fer­ent phas­es of the prod­uct cre­ation life­cy­cle from require­ments gath­er­ing and prod­uct design all the way through prod­uct deploy­ment. These activ­i­ties include, but are not lim­it­ed to, the per­for­mance of (a) inter­nal secu­ri­ty reviews before new ser­vices are deployed; (b) annu­al pen­e­tra­tion test­ing by inde­pen­dent third par­ties; and © threat mod­els for new ser­vices to detect any poten­tial secu­ri­ty problems.

Last Updat­ed: July 11, 2022

Terms of Service

These Terms of Service along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (these “Terms”) constitute a legally binding agreement as of the Effective Date (as defined below), governing your access to, and the use of worksection.com and any related website owned or operated by Worksection (the “Sites”), and the use of, and registration with, Worksection Service (defined below) through the Sites, a mobile application or through any other means. These Terms are between Worksection LLC (Yaroslavsky Lane, 7/9, Kyiv, 04071, Ukraine) (“worksection”, “us”, “we” or “our”) and You, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”). Worksection may use its third party service providers to process and/or collect payment from you. In case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be).

Please note that you are deemed as an authorized representative of your employer or an entity (as applicable): (i) if you are using your employer or an entity’s email address in registering into the service; and (ii) if you are an Owner/Admin (as defined below).

As elaborated in section 2 below, there are various types of users for the service, thus, except where indicated otherwise “you” shall refer to customer and all types of users you acknowledge that these terms are binding, and you affirm and signify your consent to these terms, by either: (i) clicking on a button or checking a checkbox for the acceptance of these terms; or (ii) registering to, using or accessing the service, sites or Worksection mobile application, whichever is earlier (the “effective date”).

If you do not agree to comply with, and be bound by, these terms or do not have authority to bind your employer or any other entity (as applicable), please do not accept these terms or access or use the service or the sites or Worksection mobile application.

1. OUR SERVICE

1.1. Our Service. The Worksection is a cloud-based project managing tool that helps teams work together. Worksection is offered online and via a mobile application (the “Service”). Specific Terms may apply to you or to some of the Service, such specific terms are incorporated herein by reference and form an integral part hereof.

1.2. Modification or Discontinuation of the Service. We may add, modify or discontinue any feature, functionality or any other tool, within the Service and/or Sites, at our own discretion and without further notice, however, if we make any material adverse change in the core functionality of the Service, then we will notify you by posting an announcement on the Sites and/or via the Service or by sending you an email.

1.3. No Contingency on Future Releases and Improvements. You hereby acknowledge that your purchase of the Service and/or Third Party Services (as defined below) hereunder are not contingent on the delivery by us of any future release of any functionality or feature, including without limitation, the continuance of: (i) a certain Service beyond its current Subscription Term; or (ii) Third Party Services, or dependent on any public comments we make, orally or in writing, regarding any future functionality or feature.

1.4. Ability to Accept Terms. If you access and use the Sites and/or the Service, you represent and warrant that you are at least 16 years old. The Sites and/or Service are only intended for individuals aged sixteen (16) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph.

1.5. Technical Support and Committed Uptime. To the extent you purchased an Enterprise tier subscription, you will be entitled to premium technical support and an uptime commitment, by Worksection.

2. ACCOUNT REGISTRATION AND ADMINISTRATION

2.1. Account Registration. To register to the Service for the first time, you shall create an account with the Service. By creating an account (“Account”) and registering to the Service you become, either individually or on behalf of your employer or any entity, on behalf of whom you created the Account, a Worksection customer (the “Customer”). The first user of the Account is automatically assigned as the Owner (the “Owner”).

2.2. Your Registration Information. When creating an Account or when you are added into an Account, you: (i) agree to provide us with accurate, complete, and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your User Profile and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Service; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. Customers will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.

2.3. User Verification. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account and/or User Profile. In the event that you or the Owner lose access to an Account or otherwise request information about an Account, we reserve the right to request from you or such Owner (as the case may be) any verification we deem necessary before restoring access to or providing information about such Account.

2.4. Owner and Account Admins. The Owner and Admin(s) of an Account are, severally and jointly, deemed as the authorized representatives of the Customer, and any decision or action made by any Admin, is deemed as a decision or action of Customer. Owner and an Admin may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Service and the Account, including, without limitation: (i) control your (and other Users) use of the Account; (ii) purchase, upgrade or downgrade the Service; (ii) create, monitor or modify Users’ actions and permissions; (iii) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined below); and (iv) integrate or disable integration with Third Party Services. You also acknowledge that your Account can become managed by a representative of the entity that owns or controls the email address domain with which your Account was created or registered. Admin rights are further elaborated in our Help Center.

2.5. Other Users. There are several types of Account users, such as Users, Guests and Viewers all of whom are defined within the Service and referred to herein as “Authorized Users”, and collectively with the Admin, the “Users”. The features and functionalities available to the Users are determined by the respective subscription plan governing such Account, and the privileges of each such Authorized User are assigned and determined by the Owner and Account Admin(s). For more information on the rights, permissions and definition of each of the various types of Authorized Users, visit our Help Center.

2.6. Responsibility for Authorized Users. Customer is solely liable and responsible for understanding the settings, privileges and controls for the Service and for controlling whom Customer permits to become a User and what are the settings and privileges for such User, including without limitation, the right for a User to invite other Users, the right to incur charges on the Account, the right to access, etc. Customer is responsible for the activities of all of its Users, and how Users use the Customer Data, even if those Users are not from Customer’s organization or domain. Further, Customer acknowledges that any action taken by a User of Customer’s Account, is deemed by us as an authorized action by Customer, hence Customer shall have no claim in this regard.

3. YOUR CUSTOMER DATA

3.1. Customer Data. Customer Data is any data, file attachments, text, images, reports, personal information, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Service by you or any User and is processed by us on Customer’s behalf (the “Customer Data”). For the avoidance of doubt, Anonymous Information (as defined below) is not regarded as Customer Data. Customer retains all right, title, interest and control, in and to the Customer Data, in the form submitted to the Service. Subject to these Terms, Customer grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is hereby granted solely: (i) to maintain and provide you the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process; and (v) as expressly permitted in writing by you.

3.2. Responsibility for Customer Data Compliance. You represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to grant the rights granted herein, for any Customer Data that you submit, post or display on or through the Service; (ii) the Customer Data is in compliance with, and subject to, our Policies; and (iii) the Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the “Laws”); (c) violate any of your or third party’s policies and terms governing the Customer Data. Other than our security and data protection obligations expressly set forth in Section 5, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Worksection shall not monitor and/or moderate the Customer Data and there shall be no claim against Worksection of not acting so.

3.3. No Sensitive Data. You shall not submit to the Service any data that is protected under a special legislation and requires a unique treatment, including, without limitations, (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other jurisdiction, unless Customer and Worksection separately enter into a HIPAA Business Associate Agreement; and (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card schemes.

4. INTELLECTUAL PROPERTY RIGHTS, LICENSE

4.1. Our Intellectual Property. The Service and Sites, inclusive of materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, “Worksection Materials”), are the property of Worksection and its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and Worksection, Worksection retains all right, title and interest, including all intellectual property rights, in and to the Worksection Materials.

4.2. Customer Reference. Customer acknowledges and accepts that Worksection has the right to use Customer’s name and logo to identify Customer as a customer of Worksection or User of the Service, on worksection’s website, marketing materials or otherwise by public announcements. Customer may revoke such right, at any time, by contacting: [email protected].

4.3. Your Access and Use Rights. Subject to the terms and conditions of these Terms, and your compliance thereof, we grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Service and Sites, during the applicable Subscription Term, solely for Customer’s internal purposes.

4.4. Use Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow an Authorized User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the Service or the Sites to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Sites or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Sites; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Service or Sites, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or Sites, or any part thereof; (v) take any action that imposes or may impose (at worksection’s sole discretion) an unreasonable or disproportionately large load on the Worksection infrastructure or infrastructure which supports the Sites or Service; (vi) interfere or attempt to interfere with the integrity or proper working of the Service or Sites, or any related activities; (vii) remove, deface, obscure, or alter Worksection’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Sites, or use or display logos of the Service or Sites without Worksection’s prior written approval; (viii) use the Service or Sites for competitive purposes, including to develop or enhance a competing service or product; or (ix) encourage or assist any third party (including other Authorized Users) to do any of the foregoing.

4.5. Feedback. As a User of the Service and/or Sites, you may provide suggestions, comments, feature requests or other feedback to any of Worksection Materials, the Worksection Service, the API and/or the Sites (“Feedback”). Such Feedback is deemed an integral part of Worksection Materials, and as such, it is the sole property of Worksection without restrictions or limitations on use of any kind. Worksection may either implement or reject such Feedback, without any restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (ii) irrevocably assign to Worksection any right, title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.

4.6. API Use. We may offer an application programming interface that provides additional ways to access and use the Service (“API“). Such API is considered a part of the Service, and its use is subject to all these Terms. You may only access and use our API for Customer’s internal business purposes, in order to create interoperability and integration between the Service and other products, services or systems you and/or Customer use internally. When using the API you should follow our relevant developer guidelines. We reserve the right at any time to modify or discontinue, temporarily or permanently, your and/or Customer’s access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.

5. PRIVACY AND SECURITY

5.1. Security. Worksection implements reasonable security measures and procedures to assist in protecting your Customer Data. You can learn more on our security measures and procedures by contacting [email protected], as updated from time to time.

5.2. Privacy Policy. As a part of accessing or using the Service and the Sites, we may collect, access, use and share certain Personal Data (as defined in the Privacy Policy) from, and/or about, you. Please read our Privacy Policy, which is incorporated herein by reference, for a description of such data collection and use practices.

5.3. Data Processing Agreement (“DPA”). By using the Service, Customer also accepts our Data Processing Agreement, which governs the Processing of Personal Data (as both terms are defined in the DPA) on Customer’s behalf, where such Personal Data is subject to the General Data Protection Regulation 2016/679 (the “GDPR”).

5.4. Anonymous Information. Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to your use of the Service and/or Sites, and disclose it for the purpose of providing, improving and publicizing our products and services, including the Sites and Service, and for other business purposes. “Anonymous Information” means information which does not enable identification of an individual, such as aggregated and analytics information. Worksection owns all Anonymous Information collected or obtained by Worksection.

6. THIRD PARTY SERVICES AND LINKS

6.1. Third Party Services. The Service enables you to engage and procure certain third party services, products, apps and tools in connection with the Service, including, without limitation, third party applications offered via our integrations offering or which you decide to connect through our API, as part of the Service (collectively, “Third Party Services”).

6.2. Independent Relationship. You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to you, we merely act as an intermediary platform between you and such Third Party Services, and we do not, in any way, endorse any such Third Party Services, or shall be in any way responsible or liable with respect to any such Third Party Services. Your relationship with such Third Party Services and any terms governing your payment for, and use of, such Third Party Services, including without limitation, the collection, processing and use of your data by such Third Party Services, are subject to a separate contractual arrangement between you and the provider of a Third Party Service (the “Third Party Agreement”). We are not a party to, or responsible, in any manner, for the compliance by you or by the provider of the Third Party Service with the Third Party Agreement.

6.3. Integration with a Third Party Service and your Customer Data. Through the Service you and any other Authorized User within the Account, may enable an integration of your Account, with Third Party Services, which will allow an exchange, transmission, modification of data between us and the Third Party Service, including without limitation, the Customer Data, the scope of which is determined by the applicable actions set by such integration. You hereby acknowledge that any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by a Third Party Service, is governed by the Third Party Agreement, including any applicable privacy policy, and Worksection is not responsible for any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by the Third Party Service or for such Third Party Service privacy and security actions, inactions or general practices. By integrating and/or using the Third Party Services, you acknowledge and agree that: (a) you are solely responsible for your compliance with applicable privacy restrictions, laws and regulations, including your use of the Third Party Service and other data activities you may conduct or may permit third parties, including the Third Party Service, to conduct; (b) the activities and use of the data by you and any other Users within the Account, may result in a modification and/or removal of data, either in the Account (i.e. Customer Data) and in the integrated Third Party Service. We shall have no obligation of any kind, for any such modification and/or removal of data, either in the Account with us and/or the integrated Third Party Service.

6.4. Use Conditions and Limitations. Both Worksection and a Third Party Service may impose, each at its sole discretion, additional conditions or limitations on your access and use of certain Third Party Services, including without limitation, imposing a limited quota on the number of actions or other uses (as the case may be). Such additional conditions or limitations shall be indicated wherever relevant within the Service or the Third Party Service or otherwise notified to you or to any other relevant User of the Account.

6.5. Change of Fees. Customer acknowledges that Worksection may change the fees for the Service from time to time, including imposing a new charge that was provided for free.

6.6. Discontinuation of a Third Party Service. Each of Worksection and the Third Party Service reserves the right to discontinue the use or suspend the availability of any Third Party Service, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilize certain features and actions of the Third Party Service along with our Service.

6.7. Links. The Sites, Service and/or any Third Party Services may contain links to third party websites that are not owned or controlled by us (the “Links”). You acknowledge that we have no control over, and assume no responsibility for the content, privacy policies, or practices of, any third party websites. You: (i) are solely responsible and liable for your use of and linking to third party websites and any content that you may send or post to a third-party website; and (ii) expressly release us from any and all liability arising from your, and in case of a Customer, all Users’, use of any third party website. Accordingly, we encourage you to read the terms and conditions and privacy policy of each third party website that you may choose to visit.

6.8. Limitations of Liability. Worksection bears no responsibility and/or liability for any links or third party services, including without limitation, such third party service’s operability or interoperability with our service, security, accuracy, reliability, data protection and processing practices and the quality of its offerings, as well as any acts or ommissions by third parties. by accessing and/or using the third party services, you acknowledge that your access and use of the third party services are at your sole discretion and risk, and you are solely responsible for ensuring such third party service’s operation and practices and its respective third party agreement, meet your needs.

7. COST OF SERVICES AND PAYMENT PROCEDURE

7.1. The Cost of Services according to the Payment Plan chosen by the Customer at the time of the concluding the Agreement indicated on web page worksection.com/price.html

7.2. The minimum period of providing the Services to the Customer, which is a legal entity and make payment of Services by means of transfer by clearing of funds will be 3 (three) months. In this regard, the minimum payment of the Customer must be at least a three-month cost of Services. The Contractor starts providing Services only after full payment for the period.

7.3. Customer makes full payment by transferring funds to the settlement account of the Contractor using your Account page - Payment plan.

7.4. Crediting of funds in payment for the Services is displayed in the Personal payment account of the Customer.

7.5. Services are provided in case of the availability of a positive balance in the Personal payment account of the Customer. The Customer is obliged to follow the onset of the negative balance in his Personal payment account. The Function automatically notifies the Customer about the need to top up the balance 5 (five) calendar days before the date of debiting the payment by sending a notification to the email address of the Customer.

7.6. Contractor has the right to change the price of Services and Payment plans unilaterally. The modified cost of Services and Payment plans come into operation on the date specified in written notice of the Contractor, but not earlier than thirty (30) calendar days from receipt of such notification by the Customer. Change the value of Services and Payment plans does not apply to those already paid by the Customer Services.

7.7. In case of disagreement with the change in value of the Customer Services and/or Payment plans, the Customer has to inform Contractor about his disagreement in writing within 5 (five) days from the date of sending notification about changes from the Contractor by email. In case no agreement is reached between the parties modifying the terms of the Contract, the Contract will be deemed terminated.

7.8. While making the payment Customer must specify in the payment document Payment plan and the name of Account, which was granted him by the registration. If in the purpose payment made by the customer and credited to the account of the Contractor, the account of the Customer is not specified, the Contractor shall have the right not to provide Services till the confirmation by the Customer of the payment to the particular Account.

7.9. Services are paid for the Account that is specified in the details of payment, regardless of who made the payment.

7.10. The Customer is responsible by himself for the accuracy of ongoing payments. In case of change of bank details of the Contractor, new bank details may be communicated to the Customer by giving written notice. Since the direction of a written notice about the change in payment details Customer is solely responsible for payments made on obsolete bank details.

7.11. The date of payment Services is the date of receipt of funds for the current account of the Contractor.

7.12. In the case of formation a negative balance the Customer shall make a prepayment for the Services selected by Customer billing period according to Payment plan within five (5) working days.

7.13. Within ninety (90) calendar days from the time of formation the negative balance in the Personal payment account of the Customer, the Customer Account and Information materials stored in it are reserved to the Customer. By ending this period, the Contractor shall have the right to destroy an Account of Customer and Information materials stored in it.

7.14. With the inability to use by the Customer the Services for reasons beyond the control of the Contractor, and subject to the faithful implementation by the Customer of its obligations under the Contract The Contractor shall not charge a fee for the time of the failure of the Services.

8. TRIAL PERIOD, PAYMENT PLAN, TAXES

8.1. Trial period. If you are a new customer, you may use the Service for free during the fixed free trial period, the length of which will be specified on worksection.com as updated from time to time. After the free trial period has elapsed you will have to either stop using the Service or start paying for your organization under a payment plan.

8.2. Payment plan. By upgrading to a payment plan, you agree to pay in advance the amount due for each subscription period based on your usage. Our current pricing and available subscription period is found on our official website, as well as specific details on what features are included in the different levels of payment plans. Your payment plan will remain in effect until it’s cancelled or terminated under this Agreement. If you don’t pay for your payment plan on time, we will have the right, in our own discretion, to terminate your account and this Agreement with immediate effect. We offer different payment plans, as specified on worksection.com from time to time.

8.3. Upgrade a payment plan. You may at any time upgrade from one payment plan to another. In such case you will immediately be charged the full amount of the then-current rate for the new payment plan, as provided on worksection.com.

8.4. Taxes. The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the “Taxes”), except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by Customer.

You agree to indemnify and hold harmless Worksection for any costs or damages resulting from your breach of your obligations under this section regarding applicable taxes and duties. We may revise our Service rates at any time, or impose additional fees or charges.

9. REFUND POLICY AND CHARGEBACK

9.1. Refund Policy. If Customer is not satisfied with its initial purchase of a Service, Customer may terminate such Service by providing us a written notice, within 30 days of having first ordered such Services (the “Refund Period”). In the event that Customer terminates such initial purchase of a Service, within the Refund Period, we will refund Customer the prorata portion of any unused and unexpired Subscription Fees pre-paid by Customer in respect of such terminated period of the Subscription, unless such other sum is required by applicable law, in the same currency we were originally paid (the “Refund”). The Refund is applicable only to the initial purchase of the Service by Customer and does not apply to any additional purchases, upgrades, modification or renewals of such Service. Please note that we shall not be responsible to Refund any differences caused by change of currency exchange rates or fees that Customer was charged by third parties, such as wire transfer fees. After the Refund Period, the Subscription Fees are non-refundable and non-cancellable. To the extent permitted by law, if we find that a notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for Services actually received and enjoyed, we reserve our right to reject Customer’s Refund request.

9.2. Non-Refundable Services. Certain Services may be non-refundable. In such event we will identify such Services as non-refundable, and Customer shall not be entitled, and we shall not be under any obligation, to terminate the Service and give a Refund.

9.3. Chargeback. If, at any time, we record a decline, chargeback or other rejection of a charge of any due and payable Subscription Fees on Customer’s Account (“Chargeback”), this will be considered as a breach of Customer’s payment obligations hereunder, and Customer’s use of the Service may be disabled or terminated and such use of the Service will not resume until Customer re-subscribes for the Service, and pay any applicable Subscription Fees in full, including any fees and expenses incurred by us and/or any Third Party Service for each Chargeback received (including handling and processing charges and fees incurred by the payment processor), without derogating from any other remedy that may be applicable to us under these Terms or applicable law.

10. TERM AND TERMINATION AND SUSPENSION

10.1. Term. These Terms are in full force and effect, commencing upon the Effective Date, until the end of the Service underlying the Account, either paid or unpaid, unless terminated otherwise in accordance with these Terms.

10.2. Termination for Cause. Either Customer or us may terminate the Service and these Terms, upon written notice, in case that (a) the other party is in material breach of these Terms and to the extent, curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from by the non-breaching party; or (b) ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.

10.3. Termination by Customer. Customer may terminate its Subscription to the Service by cancelling the Service and/or deleting the Account, whereby such termination shall not derogate from Customer’s obligation to pay applicable Subscription Fees except where such termination is made within the Refund Period. In accordance with Section 9 above, unless mutually agreed otherwise by Customer and us in a written instrument, the effective date of such termination will take effect at the end of the then-current Subscription Term, and Customer’s obligation to pay the Subscription Fees throughout the end of such Subscription Term shall remain in full force and effect, and Customer shall not be entitled to a refund for any pre-paid Subscription Fees.

10.4. Effect of Termination of Service. Upon termination or expiration of these Terms, Customer’s Subscription and all rights granted to you hereunder shall terminate, and we may change the Account’s web address. It is Customer’s sole liability to export the Customer Data prior to such termination or expiration. In the event that Customer did not delete the Customer Data from the Account, we may continue to store and host it until either Customer or we, at our sole discretion, delete such Customer Data, and during such period, Customer shall still be able to make a limited use of the Service in order to export the Customer Data (the “Read-Only Mode”), but note that we are not under any obligation to maintain the Read-Only Mode period, hence such period may be terminated by us, at any time, with or without notice to Customer, and subsequently, the Customer Data will be deleted. Customer acknowledges the foregoing and its sole responsibility to export and/or delete the Customer Data prior to the termination or expiration of these Terms, and therefore we shall not have any liability either to Customer, nor to any User or third party, in connection thereto. Unless expressly indicated herein otherwise, the termination or expiration of these Terms shall not relieve Customer from its obligation to pay due Subscription Fees.

10.5. Suspension. Without derogating from our termination rights above, we may decide to temporarily suspend the Account and/or a User Profile (including any access thereto) and/or our Service, in the following events: (i) we believe, at our sole discretion, that you or any third party, are using the Service in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party; (ii) we believe, at our sole discretion, that you or any third party, are using the Service in breach of these Terms or applicable Law; (iii) Customer’s payment obligations, in accordance with these Terms, are or are likely to become, overdue; or (iv) Customer’s or any of its Users’ breach of our other Policies. The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with these Terms and/or applicable Law.

11. CONFIDENTIALITY

11.1. Confidential Information. In connection with these Terms and the Service (including the evaluation thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed prior or after the Effective Date (the “Confidential Information”). For the avoidance of doubt, (i) Customer Data is regarded as Customer’s Confidential Information, and (ii) our Site, Service, Trial Service and/or Pre-Released Services, inclusive of their underlying technology, and their respective performance information, as well as any data, reports and materials we provided to you in connection with your evaluation or use of the Service, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available 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 without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.

11.2. Confidentiality Undertakings by the Receiving Party. The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.

11.3. Compelled Disclosure. Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

12. WARRANTY DISCLAIMER

NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

12.1. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SITES AND THE SERVICE ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND. WE AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS, HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION, WARRANTIES AND/OR REPRESENTATIONS OF MERCHANTABILITY, FUNCTIONALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY.

12.2. WE AND OUR VENDORS DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION THAT THE SERVICE AND SITES, INCLUDING THE ACCESS THERETO AND USE THEREOF, WILL BE UNINTERRUPTED, TIMELY, SECURED, ERROR FREE, THAT DATA WON’T BE LOST, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES AND/OR SERVICE ARE FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CUSTOMER DATA) MAY SUFFER, THAT ARE BEYOND OUR CONTROL.

12.3. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WE DO NOT WARRANT, AND EXPRESSLY DISCLAIM ANY WARRANTY OR REPRESENTATION (I) THAT OUR SERVICE (OR ANY PORTION THEREOF) IS COMPLETE, ACCU COMPATIBLE WITH, ANY OF YOUR CONTEMPLATED ACTIVITIES, DEVICES, OPERATING SYSTEMS, BROWSERS, SOFTWARE OR TOOLS (OR THAT IT WILL REMAIN AS SUCH AT ANY TIME), OR COMPLY WITH ANY LAWS APPLICABLE TO YOU; AND/OR (II) REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE AND/OR THE SITES.

13. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

13.1. IN NO EVENT SHALL EITHER PARTY HERETO AND ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE THIRD PARTY SERVICE PROVIDERS), BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, COSTS, ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, USE, BUSINESS, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE FAILURE OF SECURITY MEASURES AND PROTECTIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.2. EXCEPT FOR THE INDEMNITY OBLIGATIONS OF EITHER PARTY UNDER SECTION 15 (INDEMNIFICATION) HEREIN, YOUR PAYMENT OBLIGATIONS HEREUNDER OR BREACH OF OUR POLICIES BY EITHER YOU OR IN CASE OF A CUSTOMER, ANY OF THE USERS UNDERLYING ITS ACCOUNT, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND VENDORS (INCLUDING, THE ITS THIRD-PARTY SERVICE PROVIDERS), UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITES AND THE SERVICE), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) DURING THE 12 CONSECUTIVE MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THIS LIMITATION OF LIABILITY IS CUMULATIVE AND NOT PER INCIDENT.

14. SPECIFIC LAWS AND REASONABLE ALLOCATION OF RISKS

14.1. Specific Laws. Except as expressly stated in these Terms, we make no representations or warranties that your use of the Service is appropriate in your jurisdiction. Other than as indicated herein, you are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the Service.

14.2. Reasonable Allocation of Risks. You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these limitations and risk allocation in determining whether to enter these Terms.

15. INDEMNIFICATION

15.1. By Customer. Customer hereby agrees to indemnify, defend and hold harmless Worksection and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, losses, reasonable expenses or costs (collectively, “Losses”) incurred as a result of any third party claim arising from (i) Customer’s and/or any of its Users’, violation of these Terms or applicable Law; and/or (ii) Customer Data, including the use of Customer Data by Worksection and/or any of its subcontractors, infringes or violates, any third party’s rights, including, without limitation, intellectual property, privacy and/or publicity rights.

15.2. By Worksection. Worksection hereby agrees to defend Customer, its affiliates, officers, directors, and employees, in and against any third party claim or demand against Customer, alleging that Customer’s authorized use of the Service infringes or constitutes misappropriation of any third party’s copyright, trademark or registered US patent (the “IP Claim”), and we will indemnify Customer and hold Customer harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys’ fees.

Worksection’s indemnity obligations under this Section 15 shall not apply if: (i) the Service (or any portion thereof) was modified by Customer or any of its Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Service is used in combination with any other service, device, software or products, including, without limitation, Third Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (iii) any IP Claim arising or related to, the Customer Data or to any events giving rise to Customer’s indemnity obligations under Section 15.1 above. Without derogating from the foregoing defense and indemnification obligation, if Worksection believes that the Service, or any part thereof, may so infringe, then Worksection may in its sole discretion: (a) obtain (at no additional cost to you) the right to continue to use the Service; (b) replace or modify the allegedly infringing part of the Service so that it becomes non-infringing while giving substantially equivalent performance; or (c) if Worksection determines that the foregoing remedies are not reasonably available, then Worksection may require that use of the (allegedly) infringing Service (or part thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Subscription Fees paid for the unused portion of the Subscription Term. THIS SECTION 15.2 STATES WORKSECTION’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY WORKSECTION AND/OR ITS SERVICE AND UNDERLYING TECHNOLOGY.

15.3. Indemnity Conditions. The defense and indemnification obligations of the indemnifying party under this Section 15 are subject to: (i) the indemnified party shall promptly provide a written notice of the claim for which an indemnification is being sought, provided that such indemnitee’s failure to do so will not relieve the indemnifying party of its obligations under this Section 15, except to the extent the indemnifying party’s defense is materially prejudiced thereby; (ii) the indemnifying party being given immediate and exclusive control over the defense and/or settlement of the claim, provided, however that the indemnifying party shall not enter into any compromise or settlement of any such claim that that requires any monetary obligation or admission of liability or any unreasonable responsibility or liability by an indemnitee without the prior written consent of the affected indemnitee, which shall not be unreasonably withheld or delayed; and (iii) the indemnified party providing reasonable cooperation and assistance, at the indemnifying party’s expense, in the defense and/or settlement of such claim and not taking any action that prejudices the indemnifying party’s defense of, or response to, such claim.

16. EXPORT CONTROLS AND SANCTIONS

The Service may be subject to U.S. or foreign export controls, Laws and regulations (the “Export Controls”), and you acknowledge and confirm that: (i) you are not located or use, export, re-export or import the Service (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) you are not: (a) organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target or comprehensive U.S. economic or trade sanctions (currently, Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine), (b) identified on a list of prohibited or restricted persons, such as the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, or (c) otherwise the target of U.S. sanctions. Customer is solely responsible for complying with applicable Export Controls and sanctions which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the Services and/or the Customer Data; and (iii) Customer Data is not controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions, or otherwise requires any special permission or license, in respect of its use, import, export or re-export hereunder.

17. MODIFICATIONS

Occasionally we may make changes to these Terms for valid reasons, such as adding new functions or features to the Service, technical adjustments, typos or error fixing, for legal or regulatory reasons or for any other reasons as we deem necessary, at our sole discretion. When we make material changes to these Terms, we’ll provide Customer with notice as appropriate under the circumstances, e.g., by displaying a prominent notice within the Service or by sending Customer an email. Your continued use of the Service after the changes have been implemented will constitute your acceptance of the changes.

18. GENERAL PROVISIONS

18.1. Translated Versions. These Terms were written in English, and translated into other languages for your convenience. If a translated (non-English) version of these Terms conflicts in any way with their English version, the provisions of the English version shall prevail.

18.2. Force Majeure. Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

18.3. Relationship of the Parties and No Third Party Beneficiaries. The parties are independent contractors. These Terms and the Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms.

18.4. Notice. We shall use your contact details that we have in our records, in connection with providing you notices. You acknowledge notices that we provide you, in connection with these Terms and/or as otherwise related to the Service, shall be provided as follows: via the Service, including by posting on our Sites or posting in your account, text, in-app notification, e-mail, phone or first class, airmail, or courier. You further acknowledge that an electronic notification satisfies any applicable legal notification requirements, including that such notification will be in writing. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery.

18.5. Assignment. These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval, provided that you may assign these Terms to your successor entity or person, resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting rights, except for an assignment to a competitor of Worksection, and provided that you provide us with prompt written notice of such assignment and the respective assignee agrees, in writing, to assume all of your obligations under these Terms. We may assign our rights and/or obligations hereunder and/or transfer ownership rights and title in the Service to a third party without your consent or prior notice to you. Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized under this Section 18.5 shall be null and void.

18.6. Severability. These Terms shall be enforced to the fullest extent permitted under applicable Law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.

18.7. No Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Last update: July 11, 2022

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