Terms of Service For Energy Companies
Last Updated: Aug 14, 2024
These Customer Terms of Service (“Terms”) are a legally binding agreement between Workrise Solutions LLC (“Workrise”, “we”, “our”, or “us”) and Workrise’s subscribed client (“Client”, “User”, “you”, or “your”), and apply to your access or use of Workrise’s offering of services available through its platform which enables you to, access, manage, and view vendor and contractor information and data for use in your management processes (“Services”).
By accessing our platform (the “Platform”), whether through Workrise’s website or a mobile application that can be downloaded (“App”), with a Workrise account login, you hereby agree and accept on behalf of Client to be bound by all of the terms and conditions contained in this Agreement, and our privacy policy, which is incorporated by reference and can be found at https://www.workrise.com/policies/privacy-policy. Workrise reserves the right at its discretion to change the terms of this Agreement. Any amended terms to this Agreement (“Supplemental Terms”) are effective as of the date posted on the Platform and your acknowledgment of any Supplemental Terms and continued access and use of the Platform shall constitute your acceptance of, and agreement to be bound by any such changes. All access to the Platform and use of our Services by you is subject to these Terms and any Supplemental Terms. If you do not agree to the terms and conditions of this Agreement, or any Supplemental Terms of this Agreement, do not access the Platform or use our Services.
1. ELIGIBILITY AND USE RESTRICTIONS.
1.1 Authorization. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms (other than in this Section 1(a)) will include that person or entity, (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event you or that person or entity violates these Terms, that person or entity also agrees to be responsible to us.
1.2 Use and Authorized Users. Our Services are provided to you only for your internal business use and not for the benefit or use of any third party. Workrise will enable you to designate authorized individuals, including Client employees, consultants, contractors, and agents who are authorized by Client to access and use the Services under the rights granted to Client in this Agreement (“Authorized Users”). Client will be solely responsible for its Authorized Users’ activity and compliance with these Terms.
1.3 Service Administrator. To facilitate our Services, you are required to designate an authorized administrator (“Service Administrator”) who will assist Workrise in implementing such Services into your management operations. This Service Administrator shall (i) collaborate with Workrise to ensure access of Services for Authorized Users of the Platform, (ii) manage Client’s account with Workrise, and (iii) coordinate with Workrise to ensure accurate and prompt vendor and worker enrollment.
1.4 Accounts. Authorized Users must create Workrise accounts to use our Services and access our Platform and will be issued login credentials to authenticate access. You are solely responsible for ensuring (i) login credentials are not shared, (ii) Workrise is provided accurate account information, and (iii) the security of any account information created or provided by your Authorized Users. If you discover or suspect that someone has accessed the account of one of your Authorized Users without permission, you must promptly notify Workrise. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal title, including trademark rights, in those usernames. Login credentials are used to authenticate access to the Platform. Client is responsible for (i) ensuring only Authorized Users access Client’s Workrise Platform account, (ii) preventing unauthorized access to the Platform through Client’s Workrise Platform account, (iii) and all activity that happens on or through the Client Workrise Platform account. As between Client and Workrise, Client is solely responsible for all activity conducted through Client’s Workrise Platform account and for any violation of this Agreement by anyone who accesses the Platform through Client’s Workrise Platform account.
1.5 User Responsibilities. You are solely responsible for providing accurate information and reporting of information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from any Authorized User by or through the Services, or that incorporates or is derived from the processing of such information, data, or content by or through the Services (collectively, “User Content”). For the avoidance of doubt, User Content does not include Workrise Content (as defined herein) or any other information reflecting the access or use of the Services by or on behalf of Client or any Authorized User. You acknowledge that Workrise simply acts as a passive conduit and an interactive computer service provider for the publication and distribution of User Content. You are responsible for identifying certain third-party goods and/or service providers whose information will be stored and accessible through your account on the Platform (each a “Vendor”), as well as providing accurate contact information for yourself and such Vendors (“Vendor Contact Information”). By providing any Vendor Contact Information, you represent that you have lawful authority to provide such information and are giving Workrise permission to contact and request your desired Vendor information (“Vendor Content”) from your Vendor by instructing Vendor to create a Workrise Platform account and upload your requested Vendor Content. You agree that (a) the Services depend on the correct communication of Vendor Contact Information, (b) you bear responsibility and liability for the completeness and accuracy of the information that you directly or indirectly provide, and (c) Workrise will not assume any responsibility for, or undertake to verify, the accuracy or completeness of the Vendor Contact Information or the Vendor Content. You agree to cooperate with Workrise in all matters relating to the Services, including providing direction, information, approvals, authorizations, or decisions that are reasonably necessary for us to provide Services. Whether posting or responding to commercial bid opportunities on the Platform or App, Users must independently verify all bid information before making any decisions. This includes confirming the accuracy of project specifications, the qualifications of bidders, and the validity of quotes provided. Workrise shall not be liable for any inaccuracies, errors, or omissions in bid information, nor for any decisions or actions taken based on such information.You also agree to receive communications that in our discretion are deemed necessary to provide the Services.
1.6 Workrise Role. As part of the Services, you may access and review other end-user content, including vendor profiles, information, reviews, and background checks. You, on behalf of yourself and Client, acknowledge and agree that we are not liable for any inaccurate user content submitted by other end-users, any inaccuracies in reports or metrics generated by us resulting from inaccurate data provided to us by other end-users, or any inaccuracies that may appear in background check materials. You acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such user content, background check materials, or goods or services available on or through the Platform or Services. In the event Client directly transacts with a third-party vendor found on the Platform for the procurement of goods or services, you agree that you and Client will be solely responsible for and bear all risk for your activities in connection with completing each transaction with such third-party vendors. You and Workrise acknowledge that as between you and Workrise, you, not Workrise, are responsible for addressing any claims relating to you or a third-party vendor found on the Platform, including (a) product liability claims, (b) any claim that your products or services fail to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. Transactions directly between you and a third-party vendor are solely between you and the third-party vendor and do not involve Workrise or any of its affiliates. You acknowledge that Workrise is not the supplier of goods and services represented by third-party vendors through the Platform.
2. CONTENT INFORMATION.
2.1 Client Public Profile. As part of our Services, Workrise facilitates the connection between subscribing clients and vendors by leveraging our public network, sharing only the necessary information to promote seamless transactions and collaborations. By agreeing to these Terms, you authorize Workrise to publish, display, and distribute to third-party vendors and other end-users on its platform: (i) Client name, address, and commercial contact information; (ii) a description of Client’s services and/or products requested; (iii) service areas requested; and (iv) other information Client includes in its service requests (collectively, “Client Public Profile”). Workrise is under no obligation to publish, display, or distribute any Client Public Profile or User Content, and reserves the right to remove all or any portion of the Client Public Profile or User Content at any time in Workrise’s sole discretion. Client acknowledges and understands that Workrise acts as a passive conduit and an interactive platform provider for the publication and distribution of Clients Public Profile information, end-user content, and Vendor content. Client may be permitted to share certain information through the Platform’s interactive features allowing Client to publicly request vendors to bid on potential commercial opportunities within Workrise’s Platform. This sharing is solely to facilitate business engagements with other users within the Platform. Client may elect to opt out of sharing its Client Public Profile information on our public network by sending a request to support@Workrise.com
2.2 Limited License. Except for the license you grant below, as between you and Workrise, you retain all rights in and to your User Content, excluding any portion of the Services included in or associated with your User Content. You grant Workrise and its subsidiaries and affiliates a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable (through multiple tiers) license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly or otherwise perform and display, and exploit your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed without compensation of any kind to you or any third party. You also agree to permit the use of Client’s name and logo in our roster of clients, which may appear on our website and marketing materials. You hereby irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding User Content that you may have under any applicable law or under any legal theory.
2.3 User Content Responsibility. You may not create, post, store, or share any User Content for which you do not have all the rights necessary to grant us the license described above, and you represent and warrant that your User Content, and our use of such User Content as permitted by these Terms, will not violate any rights of any person or entity, including any rights of publicity or privacy, intellectual property rights, or other proprietary rights, or cause injury to any person or entity. You may not create, post, store, or share any User Content that: (i) is libelous, defamatory, harassing, fraudulent, or otherwise unlawful; (ii) may infringe on any patent, trademark, trade secret, copyright, or other intellectual or proprietary rights of any party; (iii) impersonates, or misrepresents your affiliation, with any other person or entity; (iv) contains any unsolicited promotions, political campaigns, advertisements, or solicitations; (v) contains any private or personal information of a third party without such third party’s consent; (vi) contains any viruses, corrupted data or other harmful, disruptive, or destructive files or content; or (vii) in our sole judgment, is objectionable, restricts or inhibits any other person from using or enjoying our Services, or may expose Workrise or others to any harm or liability of any type.
2.4 Non-Waiver. Enforcement of this Section 2 is solely at Workrise’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. This Section 2 does not create any right or private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by these Terms or that objectionable material will be promptly removed after it has been posted.
2.5 Content Moderation. Workrise does not undertake to review all User Content, and we expressly disclaim any duty or obligation to undertake any monitoring or review of any User Content. Although we have no obligation to screen, edit, or monitor User Content, we may: i) delete or remove User Content without notice, including without limitation for any violations of applicable law or these Terms; ii) terminate or suspend access to all or part of the Services if User Content is, in Workrise’s sole determination, to violate applicable law or these Terms; iii) take any action with respect to your User Content that is necessary or appropriate, in Workrise’s sole discretion, to ensure compliance with applicable law and these Terms, or to protect Workrise’s rights, or to protect any third-party rights, including third-party intellectual property and privacy rights (e.g., providing information to copyright owners in furtherance of Digital Millennium Copyright Act takedown requests); and iv) as permitted by law, cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Content on or through the Services.
2.6 Personal Information. User Content may include information that directly or indirectly identifies a natural person (“Personal Information”), including, but not limited to, Vendor and Client personnel and employees. Personal Information includes information that you provide, or for which you provide Workrise access to, or information that Workrise creates or obtains on behalf of you, in accordance with this Agreement that: (i) directly or indirectly identifies a natural person (including, for example, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (ii) can be used to identify or authenticate a natural person (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, health, or health insurance information,, answers to security questions, an individual's Platform activity or similar interaction history, geolocation data, an individual's commercial, employment, or education history, and other personal characteristics and identifiers that you have consented to share with Workrise.) A Vendor’s business contact information is not by itself Personal Information. You are solely responsible for managing your Personal Information and agree to take all necessary measures and precautions to comply with all applicable privacy laws in order for Workrise to use, disclose, and store such Personal Information. Workrise will not be responsible for determining on its own that any information Client provides under this Agreement qualifies as Personal Information. You agree to defend and hold us harmless from and against any damages suffered by us arising from any violation of applicable privacy laws related to Personal Information provided by you in connection with the Services. To the extent applicable privacy laws require you to retrieve a person’s consent before or as of us having your Personal Information, you agree to obtain such consent prior to providing such information to us and notify us if such consent is modified or revoked. Workrise agrees to use and disclose Personal Information only for the purposes for which you provide the Personal Information, or access to it, pursuant to the terms of this Agreement and our applicable privacy policy, and not use or otherwise disclose or make available Personal Information for any other purposes without your consent. Workrise may aggregate, de-identify, or anonymize Personal Information and use such aggregated, de-identified, or anonymized data, which shall no longer be considered Personal Information, for its own commercial use.
3. FEES AND TERM.
3.1. Fees. Workrise’s Platform and Services are available to Client on a pricing structure as set forth in the applicable statement of work (“Statement of Work”) to be issued by Workrise and referencing these Terms or the master services agreement between you and Workrise. Any payment under the terms and conditions of this Agreement made after the date such payment is due and payable shall bear interest as of the day after the date such payment was due and payable and shall continue to accrue such interest until such payment is made at a rate equal to the lesser of either (a) eighteen (18) percent per annum or (b) the maximum rate permitted by applicable law. You also agree to reimburse us for any costs or fees we incur as a result of your failure to timely pay.
3.2 Taxes. You will be responsible for any applicable sales or use taxes, duties, or other governmental taxes or fees payable in connection with your subscription of Services. If you do not pay such taxes or fees in connection with such Services, you will be responsible for such taxes or fees in the event that they are later determined to be payable. Workrise reserves the right to collect such taxes or other fees from you at any time.
3.3 Payment Information. You agree to provide current, complete, and accurate payment information for use on the Platform. You agree to promptly update your payment information, including your email address, credit card numbers, and expiration dates for billing so that we can complete your transactions and contact you as needed. When you provide your payment information, you authorize us (or a third-party service provider working on our behalf) to process and store your payment and other related information. In the event that the credit card or other payment method you designate cannot be verified, is invalid or is not otherwise acceptable, we may suspend or cancel your use of the Services automatically without prior notice. You are responsible for resolving any problem we encounter in order to continue using the Services.
3.4 Term. The term of this Agreement begins on the date set forth in the applicable Statement of Work and will remain in effect, unless and until terminated in accordance with the provisions set forth in the Statement of Work and this Agreement (the “Term”); provided that Sections 5-10 of these Terms shall survive termination of these Terms. Unless otherwise specified in the applicable Statement of Work, the Term shall be for one (1) year. The specific Term for the Services will be as set forth in the corresponding Statement of Work and is non-cancelable except as expressly set forth herein. The Term shall automatically renew for an additional twelve (12) consecutive months unless you provide us with a written notice of non-renewal not less than thirty (30) days prior to the expiration of the then-current Term. Any Initial Set-Up Fee or Annual Fee paid prior to your cancellation of Services will not be refunded.
3.5 Termination. We reserve the right to modify our Services or to suspend or terminate your access to or use of all or part of our Services at any time; charge, modify, or waive any fees required to use the Services; or offer opportunities to some or all end users of the Services. We may provide you with notice in advance of the suspension or discontinuation of all or part of our Services, such as by sending an email or providing a notice through our Services. All modifications and additions to the Services will be governed by these Terms, unless otherwise expressly stated by Workrise in writing. You also have the right to stop using our Services at any time, and you may terminate these Terms by ceasing use of our Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
4. OWNERSHIP AND LIMITED LICENSE.
4.1 Workrise Ownership. The Services, including the text, graphics, images, photographs, videos, illustrations, and other content contained therein, and all intellectual property rights, are owned by Workrise or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services, including all intellectual property rights, are reserved by us or our licensors. Subject to your compliance with these Terms, Workrise hereby grants you a non-transferable, non-sublicensable, and non-exclusive right and license to use the Services, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any such materials. Any rights not expressly granted herein are reserved and no license or right to use any trademark or other intellectual property right of Workrise or any third party is granted to you. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein and violate our intellectual property rights.
4.2 Workrise Trademarks. Workrise and our logos, product or service names, slogans, and the look and feel of the Services are trademarks of Workrise and may not be copied, imitated, or used without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on or in connection with the Services are the property of their respective owners. Reference to any products, services, processes, or other information by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by us.
4.3 Workrise Content. Subject to the limited license grant herein, you shall own all right, title, and interest (including all intellectual property and other proprietary rights) in and to User Content. Notwithstanding the foregoing, Workrise shall own all rights, title, and interest in and to any materials, products, tables, modules, or services created by or on behalf of Workrise in any form containing or derived from the User Content, and you shall have no ownership, authorship, or moral rights therein and may use them only as permitted under the license granted by Workrise above. Workrise assembles and retains aggregate statistics and anonymized data from User Content for the purposes of benchmarking and providing comparative and other generalized analyses and reports (“Workrise Content”). Notwithstanding anything to the contrary herein, including Section 9, by uploading, submitting, or entering User Content into the Platform, you give Workrise permission to retain and use User Content for Workrise Content purposes.
4.4 Third-Party Content. We may further provide information about or links to third-party products, services, activities, or events, or we may allow third parties to make their content and information available through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service for those interested. Your dealings or correspondence with third-parties and your use of or interaction with any Third-Party Content are solely between you and the third party.
5. REPRESENTATIONS AND WARRANTIES.
5.1 Mutual Representations and Warranties. Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement, to discharge its obligations hereunder, and to grant the rights granted hereunder.
5.2 Additional Representations and Warranties of Workrise. The Services may be temporarily unavailable for scheduled maintenance, updates, or for unscheduled emergency maintenance, either by Workrise, or by a third-party, or because of other causes beyond Workrise’s reasonable control, but Workrise will use reasonable efforts to provide advance notice in writing or by email of any scheduled Services disruption. Workrise warrants to the Authorized User that the Services will perform substantially in accordance with these Terms and the Client’s Statement of Work describing the functional and technical specifications regarding the Services provided by Workrise. If Services do not conform to the foregoing warranty, Workrise shall use commercially reasonable efforts to correct the affected Services. If Workrise is unable to correct such Services using commercially reasonable efforts, your sole and exclusive remedy shall be to stop using the Services and cancel the Workrise account. The foregoing states Workrise’s sole and exclusive warranty and your sole and exclusive remedy. You assume sole responsibility and liability for results obtained from the use of the Services. Workrise shall not have any liability for any claims, losses, or damage caused by errors or omissions in any information provided to Workrise in connection with the Services or any actions taken by Workrise in accordance with directions provided by you or any Authorized User.
5.3 Disclaimer. YOUR USE OF OUR SERVICES AND ANY CONTENT OR MATERIALS PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS) IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, OUR SERVICES, AND ANY CONTENT OR MATERIALS PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WORKRISE DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE FOREGOING, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WORKRISE DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES OR ANY CONTENT PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS) ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE OR THAT ACCESS TO OUR SERVICES OR ANY CONTENT PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS) WILL BE UNINTERRUPTED. WHILE WORKRISE ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES AND ANY CONTENT PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS) SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR ANY CONTENT PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS), OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT OR MATERIALS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES AND ANY CONTENT PROVIDED (INCLUDING THE THIRD-PARTY CONTENT AND THIRD-PARTY MATERIALS). ALL DISCLAIMERS OF ANY KIND (INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE FOR THE BENEFIT OF WORKRISE, WORKRISE PARTIES, AND WORKRISE’S RESPECTIVE SHAREHOLDERS, AGENTS, REPRESENTATIVES, LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS, AS WELL AS THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
5.4 Additional Representations and Warranties of User. You represent and warrant to Workrise that (i) you own all User Content or have obtained all permissions, releases, rights, or licenses required to engage in your sharing of data in connection with the Services without obtaining any further releases or consents; and (ii) User Content and other activities in connection with the Services, and Workrise’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary rights, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing or that may expose Workrise to harm or liability of any nature. You represent and warrant that the User Content is complete and accurate, and you will use Services in accordance with all applicable foreign, federal, state, and local laws and regulations of all applicable jurisdictions and any and all amendments thereto (collectively, “Laws”).
5.5 Additional Representations and Warranties of Client. You represent and warrant to Workrise that: (i) Workrise is not a party to any direct transactions between you and any Vendor, and such transactions are solely between you and the Vendor and do not involve Workrise or any of its affiliates; (ii) you are solely responsible for resolving all disputes with Vendor regarding any inaccurate and incomplete information provided and uploaded to the Platform; (iii) the information you provide to Workrise or its affiliates under or in connection with these Terms or the Services is true, accurate, current, and complete; and (iv) your use of the Services does not and will not violate any agreements to which you are a party of or which you are otherwise aware, and that you have obtained and maintain any and all consents, approvals or licenses (including written consents of third parties where applicable) required for you to use the Services.
6. LIMITATION OF LIABILITY.
6.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WORKRISE AND THE OTHER WORKRISE PARTIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR LOST PROFITS, EVEN IF WORKRISE OR THE OTHER WORKRISE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.2 THE TOTAL LIABILITY OF WORKRISE AND THE OTHER WORKRISE PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR OUR SERVICES, REGARDLESS OF THE FORM OF THE ACTION, WILL NOT EXCEED THE GREATER OF (I) THE TOTAL AMOUNT YOU SPENT ON YOUR BUSINESS DEALINGS WITH US DURING THE MOST RECENT TWELVE-MONTH PERIOD, OR (II) IF YOU HAVE NOT PAID US, THE AMOUNT OF $100.
6.3 THE LIMITATIONS SET FORTH IN THIS SECTION 6 DO NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD, OR INTENTIONAL MISCONDUCT OF WORKRISE OR THE OTHER WORKRISE PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
6.4 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU RELEASE WORKRISE AND THE OTHER WORKRISE PARTIES FROM RESPONSIBILITY, LIABILITY, CLAIMS, DEMANDS, AND/OR DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN (INCLUDING CLAIMS OF NEGLIGENCE), ARISING OUT OF OR RELATED TO DISPUTES BETWEEN USERS AND THE ACTS OR OMISSIONS OF THIRD PARTIES. IF YOU ARE A CONSUMER WHO RESIDES IN CALIFORNIA, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE § 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
7. INDEMNIFICATION.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Workrise and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners, and employees (individually and collectively, the “Workrise Parties”) from and against any losses, liabilities, claims, demands, damages, expenses or costs (“Claims”) arising out of or related to (a) your access to or use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You will promptly notify Workrise Parties of any third-party Claims, cooperate with Workrise Parties in defending such Claims, and pay all fees, costs, and expenses associated with defending such Claims (including attorneys’ fees). The Workrise Parties will have control of the defense or settlement, at Workrise’s sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Workrise or the other Workrise Parties.
8. APPLICABLE LAW AND DISPUTES.
8.1 Individual Claims. BY AGREEING TO THESE TERMS, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 6.4, OR (II) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN YOU AND WORKRISE WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL.
8.1 Applicable Law. This Agreement, and any disputes directly or indirectly arising from or relating to this Agreement, will be governed by and construed in accordance with the laws of the State of Texas, without regard to principles of conflicts of law. If any Claim is not subject to arbitration pursuant to Section 8, then the state and federal courts located in the County of Travis, Texas, will have exclusive jurisdiction. You and Workrise waive any objection to the venue in any such courts. If your local law requires that consumer contracts be interpreted subject to local law and enforced in the courts of that jurisdiction, this section may not apply to you only to the extent that local law conflicts with this section.
8.2 Dispute Resolution and Binding Arbitration. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND WORKRISE TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND WORKRISE FROM SUING IN COURT OR HAVING A JURY TRIAL. YOU AND WORKRISE AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. WORKRISE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY.
ALL CLAIMS MUST BE SUBMITTED TO AND ADMINISTERED BY JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”) PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES THEN IN EFFECT (“JAMS RULES”) I AND WILL BE RESOLVED THROUGH BINDING ARBITRATION BEFORE ONE ARBITRATOR.
These Terms affect interstate commerce, and the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the extent permitted by law. As limited by the FAA, these Terms, and the AAA Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
8.3 Dispute with Third Parties. Workrise is not affiliated with any non-employee worker, buyer, or third-party service, and any dispute you have with any non-employee worker, vendor, customer, third-party service, or other third-party, including, without limitation, any other user of the Services, is directly between you and that third-party, and you irrevocably release Workrise from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with those disputes. You will take reasonable precautions in all interactions with other users, particularly if you meet offline or in person, you assume all risk when engaging the services of any other user and in connection with using the Service, including but not limited to any risks associated with sharing confidential information with any other user. Should you perform work as an independent contractor facilitated by Workrise for a third-party, you acknowledge that the third-party for whom you perform such work is the party ultimately responsible for paying you for that work. In such instance, you agree to hold Workrise harmless and release Workrise from any associated claims.
9. CONFIDENTIALITY.
As used in these Terms, “Confidential Information” means all confidential or proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential or that a reasonable person would deem confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. The Parties agree not to disclose or permit access to Confidential Information other than to its employees, affiliates, officers, directors, consultants, agents, independent contractors, service providers, subcontractors, and legal advisors who are bound by similar or more stringent confidentiality restrictions and have a need to know for purposes of the Receiving Party's exercise of its rights or performance the Services or of its obligations under and in accordance with this Agreement. Except upon the consent of the Disclosing Party, Confidential Information will include (i) the terms and conditions in any Supplemental Terms or agreements executed with User; (ii) your User Content that is designated confidential; (iii) Vendor information and work commissioned; (iv) information about any actual or potential business, investment or trading decisions or transactions with any Vendors; and (v) any proprietary information of Workrise and Client, provided that Confidential Information does not include any information that a Receiving Party can show: (A) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (B) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (C) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; (D) is received from a third party without any duty or confidentiality obligation owed to the Disclosing Party; (E) is contained in the Client Public Profile or (F) is designated as non-confidential by the Disclosing Party. Each Party agrees to treat, protect, and safeguard as proprietary and confidential any Confidential Information received by the Disclosing Party.
We invite you to review our privacy policies for details on how we manage your information and any other data we collect from you during your use of our Services, at https://www.google.com/url?q=https://www.workrise.com/policies/privacy-policy. By sharing your content with us or utilizing our Services, both you and your Company acknowledge and agree that we will utilize your data in accordance with our privacy policies.
10. MISCELLANEOUS.
10.1 Wording. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.”
10.2 Assignment. You may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of Workrise. Workrise may, upon written notice to you, assign or otherwise transfer this Agreement: (i) to any of its Affiliates. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
10.3 Force Majeure. Except with respect to failure to pay fees due under this Agreement, non-performance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, disruption or unavailability of the internet, governmental acts, orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party.
10.4 Waiver. Workrise’s failure to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.
10.5 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be contrary to law, such provision will be severed from the Agreement and all remaining provisions continue in full force and effect.
10.6 Entire Agreement. This Agreement (including all Statements of Work, order(s), and any referenced and attached policies, documents, and Exhibits) contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and commitments with respect thereto. There are no other oral or written understandings, terms, or conditions, and neither party has relied upon any representation, express or implied, not contained in this Agreement. In the event of a conflict between the terms of a Statement of Work, or other order, and this Agreement, the terms of this Agreement shall govern.
10.7 Questions. You agree that all Communications and transactions between us may be conducted electronically. If you have a question or complaint regarding the Services, please send an email to support@Workrise.com or write us at Workrise Technologies Inc, 111 Congress Ave, Suite 1300, Austin, TX 78701. Please note that emails will not necessarily be secure so you should not include payment card information or other sensitive information in your email correspondence with us. Further, under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Boulevard, Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.
