WORKSECTION

User Agreement

This User Agreement (hereinafter «Agreement») is concluded between you (hereinafter «User») and LLC «Worksection» (43951196) 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 work​sec​tion​.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 (43951196) (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”); © 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: support@​worksection.​com.

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 support@​worksection.​com, 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 work​sec​tion​.com/​p​r​i​c​e​.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 work​sec​tion​.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 work​sec​tion​.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 work​sec​tion​.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; © 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 © 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 © 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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