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.

1.1. 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.

2.1. 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.

3.1. 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.

4.1. 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.

5.1. 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.

6.1. 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.

7.1. 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.

8.1. 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.

9.1. 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.

10.1. 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.

11.1. 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.

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.

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.

14.1. 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.

15.1. 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.

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.

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.

18.1. 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.