1. Use of the Services:
1.1. License Grant. During the Evaluation Term, Workgrid grants to Customer and its Authorized Users a limited nonexclusive, non-sublicensable, nontransferable, revocable license to use the Services only for Customer’s internal evaluation of Workgrid’s Services, subject to the terms of this Agreement (including the Acceptable Use Policy). (Capitalized terms are defined in Section 8 or elsewhere in this Agreement.)
1.2. Third-Party Apps. Our Services include a platform through which third parties may make applications, products, or services available to Customer (“Third Party Products”). “Third Party Products” may also include Customer’s integrations of certain of its existing applications, products or services into the Services via application program interfaces (“APIs”). Acquisition and/or use by Customer or by its Authorized Users of Third Party Products is governed solely by agreements between Customer and the applicable third party provider. Workgrid does not warrant or support Third Party Products. If the Third Party Products are no longer available or if the applicable third party provider no longer allows the Third Party Products to integrate with the Services, then such features will no longer be available or function with the Services.
If Customer installs or enables Third Party Products, Customer acknowledges that providers of Third Party Products may have access to Customer Data in connection with the interoperation and support of such Third Party Products. With respect to the access or transmission of Customer Data through a Third Party Product, Workgrid is not responsible for any use, loss, disclosure, modification, or deletion of Customer Data occurring because of such access or transmission, or for the compliance of any such access or transmission with any applicable rules and regulations, including but not limited to privacy regulations outlined under CCPA or GDPR or other privacy law.
1.3. Credentials; User Accounts. Customer will identify a primary owner(s) for its account. Customer may use its primary owner credentials to create other owner accounts, admin accounts and standard user accounts for its Authorized Users. Log-in credentials must be individually issued to each Authorized User. Customer is responsible for all use of the Services from accounts and credentials issued to Authorized Users. Customer shall prohibit unauthorized access to, or use of, the Services and shall notify Workgrid promptly of any such unauthorized access or use.
2. Term and Termination
2.1. Term. Evaluation Terms expire fourteen (14) days after Customer receives log-in credentials from Workgrid, unless otherwise extended by written notice from Workgrid.
2.2. Suspension; Termination. Workgrid may suspend access to or use of the Services, or terminate this license, at any time, with or without notice, and for any reason. Upon expiration or termination of the license granted herein Customer will (i) cease use of the Services, and (b) Customer Data used with the applicable Service may be deleted or inaccessible.
3. Intellectual Property
3.1. Ownership. Workgrid owns the Services and Documentation (and all Intellectual Property Rights therein), and Customer owns Customer Data. During the Subscription Term, Customer grants Workgrid a limited, non-exclusive, royalty-free, non-transferable license to copy, use or display Customer Data solely as needed to perform the Services. However, Workgrid may use anonymous, aggregated, summary data related to Customer’s or Authorized Users’ use of the Services (“Compiled Data”). Workgrid retains all ownership rights in and to the Compiled Data.
3.2. Feedback. If Customer or Authorized Users provide Workgrid with suggestions, improvements, enhancements recommendations, modifications, or other feedback (collectively, “Feedback”) about Workgrid products or services (including Beta Services), such Feedback becomes the property of Workgrid and Workgrid will own any improvements, enhancements, or modifications that it may make to its products or services based on such feedback.
4. Disclaimer of Warranties.
THE SERVICES ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WORKGRID DISCLAIMS ALL WARRANTIES OF ANY KIND FOR SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FOR EXAMPLE, WORKGRID DOES NOT WARRANT THAT: CUSTOMER’S USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; SERVICES WILL MEET CUSTOMER’S NEEDS, OR MAINTAIN CUSTOMER DATA WITHOUT LOSS; CUSTOMER’S USE OF SERVICES WILL COMPLY WITH APPLICABLE LAW; OR DEFECTS IN THE SERVICES WILL BE CORRECTED.
5. Indemnification.
Customer will indemnify and hold harmless Workgrid, its officers, directors, employees, agents, successors and assigns from any and all losses, liabilities, damages (including taxes), costs and expenses, including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties, arising from or related to: (i) any infringement of the Intellectual Property Rights of any third party arising from: (a) Third Party Products or Customer’s use thereof; (b) Customer’s use of the Services in combination with other technology, software or services not provided by Workgrid (including Third-Party Products); or (c) Customer Data; (ii) use of the Services in violation of this Agreement (including the Acceptable Use Policy), or of applicable law; (iii) cross-border transfers as described in Section 6.2; or (iv) Customer’s negligent, willful, intentional, or reckless acts or omissions.
6. Limitation of Liability.
6.1. IN NO EVENT SHALL WORKGRID BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DIRECT DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) ARISING OUT OF OR RELATING TO THE BETA SERVICES, INCLUDING UNPREDICTABLE PERFORMANCE, OR USE OR INABILITY TO USE THE BETA SERVICES, EVEN IF WORKGRID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, WORKGRID PROVIDES NO WARRANTY, INDEMNITY, LIABILITY, SERVICE LEVEL AGREEMENTS (SLAs), OR SUPPORT FOR THE BETA SERVICES.
6.2. Cross-Border Transfers. Customer acknowledges and agrees that export laws and regulations of the United States and other relevant local export laws and regulations govern Customer’s use of the Services. Customer acknowledges and agrees that Workgrid has no control or ability to limit Customer’s end users of the Services from transferring data from one country to another, and that Customer is fully responsible for any liability arising from such transfers.
7. General.
7.1. Governing Laws. This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of, or related to any representation made as an inducement to enter into this Agreement), will be governed by and construed and enforced according to the laws of the Commonwealth of Massachusetts, excluding (i) its principles of conflicts of law; and (ii) any application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods. The parties agree to the exclusive jurisdiction and venue of the Superior Court or federal courts sitting in Boston, Massachusetts.
7.2. Severability. If any provision of this Agreement is invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible.
7.3. Compliance with Laws. Customer shall comply with all laws, rules and regulations, if any, applicable to it in connection with this Agreement.
7.4. Survival. The provisions of Sections 3, 4, 5, 6, 7, and 8, and Section B of the Acceptable Use Policy, shall survive the termination of this Agreement for any reason.
8. Definitions.
Whenever used in this Agreement, the following terms shall have the meaning ascribed to them below.
8.1. Authorized Users means Customer’s employees who are authorized by Customer to access and use the Service.
8.2. Customer Data means all data, applications, files, information or other materials input into, stored on, or processed or transmitted through the Services by Customer and/or its Authorized Users.
8.3. Documentation means manuals and training materials that describe the functionality and/or specifications of the Services.
8.4. Intellectual Property Rights shall mean all current and future worldwide patent rights, copyrights, trade secrets, trademarks and any other intellectual property rights available.
8.5. Services means the Workgrid Intelligent Workplace Platform, including the SaaS-based programs, functions and platform provided by Workgrid to Customer (including APIs, SDK, web apps, microapps, app UIs, and chatbots), but excluding Third Party Products or Customer-created technology, such as web apps, microapps, connectors, or APIs.
ACCEPTABLE USE POLICY
This Acceptable Use Policy (the “AUP”) governs Customer’s and its Authorized Users’ use of the Services. Breach of the AUP is considered a material breach of the Agreement.
License Restrictions. Customer’s license to the Services terminates immediately if Customer and Authorized Users don’t comply with the following restrictions. Customer and its Authorized Users must not:
i. use the Services in connection with any unlawful, fraudulent, threatening, harassing, libelous, defamatory, obscene, or pornographic purpose or material, including any use prohibited by the Children’s Online Privacy Protection Act.
ii. use the Services in any way with content or Customer Data that would infringe any copyright or would violate the personal or proprietary rights of any third party, or contains the confidential information of any third party.
iii. sublicense or transfer the Services for use by a third party (other than Authorized Users).
iv. fail to use reasonable efforts to protect Services account passwords from others or allowing use of those accounts by others.
v. try to introduce into Workgrid’s or its contractors’ systems or the Services any viruses, worms, defects, Trojan horses, malware, or any items of a harmful nature.
vi. interfere with or disrupt the Services or any servers or networks providing the Services.
vii. try to reverse engineer, decompile, disassemble, modify, create derivative works, or to extract any source code from the Services, or request or assist any third party to do any of these things.
viii. use the Services to store or transmit (a) information protected by the International Traffic in Arms Regulations; or (b) any matter that is export-controlled.
B. Disclaimed Uses. The Services are not intended to be used for the Disclaimed Uses. Workgrid disclaims any and all warranties or liabilities arising from, and Customer shall defend, indemnify, and hold Workgrid harmless from, any third party claims arising out of or related to Customer’s use of the Services for any of the Disclaimed Uses. A “Disclaimed Use” is use of the Services for the any of the following purposes:
i. Storage or transmittal of: (a) any protected health data, as defined in the Health Insurance Portability and Accountability Act of 1996 (as amended); (b) financial information protected under the Gramm-Leach-Bliley Act; or (c) information that is subject to Payment Card Industry Data Security Standards.
ii. Systems that involve the operation of nuclear facilities, aircraft navigation, important communication systems, medical devices, air traffic control devices, real-time control systems, or other situations in which an unavailability, failure, inaccuracy, or error in the Services could lead to death, personal injury, financial loss, or physical property or environmental damage.
C. Responsibilities. Customer is responsible for:
i. Ensuring that an Authorized User’s account is not shared or used by more than one individual;
ii. Obtaining any permissions required for Customer’s owners and administrators to have the rights to access the Customer Data in connection with the Services;
iii. Authorized Users’ compliance with this Agreement;
iv. the accuracy, appropriateness and legality of Customer Data; and
v. notifying Workgrid promptly of any unauthorized access or use of the Services that it learns of.