Terms of Service | Worksphere
Worksphere Terms of Service
Welcome to Worksphere. We’re glad you’re here, and we hope you enjoy everything we have to offer.
Welcome to Worksphere Technologies, Inc., a Delaware company, (“Worksphere,” “we,” “our” or “us”), a workplace management platform for modern teams (the “Service”). The websites and software applications governed by this policy include www.worksphere.com (the “Site”).
The Service and the Site are available to each administrative user of a business or organization that engages with us (a “Customer” or, for administrative users of such Customer, an “Admin User”) and to each employee, contractor, or other end user of such business or organization (an “End User” and, collectively with an Admin User, a “User,” “you” or “your”). By using the Service, whether as an Admin User or as an End User, you are subject to the following Terms of Service (“Terms”) unless you have a separate written agreement in place with Worksphere, in which case the terms of that agreement shall prevail unless expressly provided otherwise therein. Every time you visit or use features of the Service, you agree to be bound by these Terms. These Terms outline your rights, obligations, and restrictions regarding your use of the Service, please read them carefully. If you do not agree to be bound by the Terms and all applicable laws, you should discontinue use of the Service immediately. Worksphere may modify the Terms from time to time and each modification will be effective when it is posted on the Service. You agree to be bound to any changes to the Terms through your continued use of the Service.
Worksphere may modify the Terms from time to time and each modification will be effective when it is posted on the Service. We will notify you of substantive modifications to these Terms following any such modification, and you agree to be bound to any changes to the Terms through your continued use of the Service.
You must create an account to access the Site and Service, and you must accept these Terms to create an account. Account holders include two categories of people, Admin Users and End Users. Depending on your job responsibilities, you may be both an Admin User and an End User and should review these Terms with this in mind.
Worksphere will provide the Service to the Customer and End Users until terminated by the Customer or until the Customer discontinues their affiliation with the End User. As part of the Service, Worksphere hereby grants to the Admin Users and End Users a non-exclusive, non-transferable, non-assignable right to use the Service, as per these Terms. The Customer, Admin Users and End Users acknowledges that the Service is a cloud-based and hosted service. The Service shall be used by the Customer solely for the Customer’s own purposes, to modernize their workplace for End Users, and does not convey any right, title, or interest in the Services or Worksphere platform to the Customer, Admin Users or End Users.
End User Accounts: Worksphere shall provide each End User with a unique and private account accessible through the Service (the “Account”). Worksphere and the Customer, through its Admin Users shall input preferences, specifications, and End User information within the website or the Account that will apply to the Services. An End User may be invited to input additional information. End User assumes exclusive responsibility for information input by End User, even if they contain errors by End User or result in losses to End User. Any additional terms and conditions posted to the Site or Service with respect to the Account or specific Service preferences selected by the Admin User or End User are incorporated herein by reference.
Except as required to deliver the Services, including access to your account by the Customer or an Admin User, or as otherwise required by law, Worksphere shall not grant any third-party access to your Account. End User shall notify the Customer affiliates with such End User, or Worksphere, by email at [email protected], immediately upon any loss or disclosure, whether voluntary or otherwise, of any Account password or access.
Customer and Admin User Accounts: Worksphere shall provide each Admin User with a unique and private account accessible through the Service (the “Admin User Account”) for which Customer shall designate Admin Users to access, update, and control the Admin User Account. Worksphere and the Customer, through their designated Admin Users, shall input preferences, specifications, and End User information within the website or the Account that will apply to the Services, including creation of each End User profile. Customer assumes exclusive responsibility for information input by Customer and designated Admin Users, even if they contain errors or result in losses to Customer. Any additional terms and conditions posted to the Site or Service with respect to the Account or specific Service preferences selected by the Customer or End User are incorporated herein by reference.
Except as required to deliver the Services or as otherwise required by law, Worksphere shall not grant any third-party access to your Account. Customer shall notify Worksphere, by email at [email protected], immediately upon any loss or disclosure, whether voluntary or otherwise, of End User or Admin User Account password or access.
Users shall provide, at User’s own expense, all necessary hardware, applications, and internet connectivity necessary to access the Service. User acknowledges that the internet can be unpredictable in performance, unsecure and may, from time to time, impede access to the Service or performance hereunder. Users agree that Worksphere is not responsible for any internet outages, unsecure WIFI or other connections or any other interference with User’s use of or access to the Services or security breaches arising from any User device and User waives any and all claims against Worksphere in connection therewith.
The Service shall be available to End Users pursuant to the Customer’s enrollment to the Service. As such, all fees shall be paid by the Customer. End User shall have no obligation to pay for access to the Service or Site.
Access to the Service requires the Customer to pay fees. The Customer agrees to pay the fees for the Service in accordance with the applicable fee schedules listed at https://worksphere.com/pricing as of the date of account creation and acceptance of these Terms. In the event of an executed order form between Worksphere and Customer, the terms in the order form shall prevail over these Terms.
Customer authorizes Worksphere and Worksphere’s third party partners, such as Stripe, to collect payment of fees from a credit card, debit card or other means of payment; Customer authorizes Worksphere to charge all fees and other amounts owing hereunder from such payment method.
Without limitation, Worksphere reserves the right to suspend the Service until all fees or other amounts owing hereunder are paid in full or terminate your access to the Service for late payment.
Fees quoted do not include, and Customer shall pay, and hold Worksphere harmless from all sales, use, gross receipts, value-added, personal property or other taxes, and all applicable duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transaction contemplated herein, other than taxes based on the net income or profits of Worksphere.
The details about timing for billing and accepted payment methods can be found here. Notwithstanding the foregoing, Worksphere may invoice the Customer for any outstanding fees, and the Customer shall pay such invoice within fifteen (15) days of receipt. All fees are non-refundable. Worksphere may charge additional fees for exceptions processing, setup, and other special services (including optional add-on services).
Worksphere reserves the right to change the fees for its Services from time to time. The Customer will be notified of any change to existing fees at least thirty (30) days before the fee change goes into effect. If a fee increase or change to these Terms is not acceptable to the Customer, the Customer may cancel the Service as provided herein prior to the time when such fee increase or change to these Terms takes effect. The Customer’s continued use of the Service beyond the cancellation window constitutes the Customer’s agreement to such changes. If Worksphere is unable to collect fees due because of insufficient funds in the Customer’s Bank Account or for any other reason, the Customer must pay the amount due immediately upon demand, plus any applicable exceptions processing fees, bank fees, or charges for return items, plus interest at the lesser of 18% per annum or the maximum rate permitted by law, plus attorneys’ fees and other costs of collection as permitted by law.
Term: These Terms commence on the date on which you accept them or begin using the Service and, unless terminated earlier, will continue in effect for as long as Worksphere is providing the Service to Customer.
If you have opted for a month-to-month plan, the Service will automatically renew for a further one-month period immediately following the expiration of the then-current one-month period unless you notify us in writing (email is sufficient) prior to the first day of any such further one-month period that you do not desire to so renew. If you have opted for an annual plan, your Software Service will automatically renew for a further one-year period immediately following the expiration of the then-current one-year period unless you notify us in writing (email is sufficient) 30 days prior to the first day of any such further one-year period that you do not desire to so renew.
Termination: We may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. All provisions of these which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Termination by Customers
If a Customer terminates their relationship with Worksphere, all unpaid fees due to Worksphere shall be accelerated and paid immediately by the Customer.
Termination by End Users
An End User may contact Worksphere to terminate his or her account at any time. End Users acknowledge and agree that Worksphere reserves the right to notify the Customer or Admin User linked with such End User of such End User’s request. Worksphere also reserves the right to terminate an End User’s account upon notification by the Customer or Admin User that such End User is no longer affiliated with such Customer.
Users have the sole responsibility for the accuracy, appropriateness, and completeness of all provided data. Worksphere – and for End User provided data – the Admin User, will use the data it is provided in performing the Service and is not responsible for reviewing, validating, or otherwise confirming the accuracy, appropriateness, or completeness of provided data.
In the event that User provides Worksphere any ideas, thoughts, criticisms, suggested improvements or other feedback related to the Service (collectively “Feedback”), User agrees that Worksphere may use the Feedback to modify the Service and that User will not be due any compensation, including any royalty related to the product or service that incorporates the Feedback. User hereby grants Worksphere a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made, and otherwise exploit the Feedback in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same. This is true whether User provides the Feedback on the Services or through any other method of communication with Worksphere.
Neither Customer or End User shall take possession of or enter into the Account or Admin User Account any data: (i) that User does not have the lawful right to copy, transmit, distribute, and display (including any User data that would violate any confidentiality or fiduciary obligations that User might have); (ii) for which User does not have the consent or permission from the owner of any personally identifiable information; (iii) that infringes, misappropriates or otherwise violates any intellectual property rights or violates any privacy rights of any third party; (iv) that is false or misleading; (v) that is defamatory, obscene, or offensive; (vi) that violates, or encourages any conduct that would violate, any laws or regulation or would give rise to civil or criminal liability; or (vii) that contains any viruses, trojan horses, spyware, malware, worms, time bombs, cancelbots, or other disabling devices or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
Each User hereby warrants that the User is either (a) an authorized employee, director, officer, agent or assign of a legitimate legal entity, or (b) an individual either more than 16 years of age, or an emancipated minor, or possess legal parental or guardian consent, and is fully able and competent to enter into the Terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms. In any case, the User affirms to be over the age of 13, as the Services are not intended for children under 13.
As a condition of use, you represent, warrant and covenant not to use the Service for any purpose that is prohibited by these Terms or applicable laws, rules, and regulations applicable to you. You are responsible for all of your activity in connection with the Service.
You shall not (directly or indirectly): i. take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third-party providers’) infrastructure; ii. interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; iii. bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); iv. use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site for the purpose of data collection without our prior written permission; v. harvest or scrape any Content from the Service; vi. otherwise take any action in violation of our guidelines and policies; vii. decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; viii. modify, translate, or otherwise create derivative works of any part of the Service; or ix. copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: i. satisfy any applicable law, regulation, legal process, or governmental request; ii. enforce these Terms, including investigation of potential violations hereof; iii. detect, prevent, or otherwise address fraud, security, or technical issues; iv. respond to user support requests; or v. protect the rights, property or safety of us, our users and the public.
The Service and Site may link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Service. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be 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 content, goods or services available on or through any such website or resource.
You agree to indemnify and hold Worksphere, its parent, subsidiaries, affiliates, directors, officers, agents, and other partners and employees, harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, including but not limited to reasonable attorneys’ fees, made by any third party due to or arising out of your account, use of the Service, or violation of the Terms. This defense and indemnification obligation will survive these Terms and your use of the Service.
EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, WORKSPHERE MAKES NO FURTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, OR IMPLIED. DUNBAR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES AS TO THE CONDITION, MERCHANTABILITY, NON-INFRINGEMENT, DESIGN, OPERATION OR FITNESS FOR A PARTICULAR PURPOSE OF THE SERVICE. FOR AVOIDANCE OF DOUBT, THE DISCLAIMERS SET FORTH HEREIN DO NOT LIMIT ANY COVENANT, REPRESENTATION OR WARRANTY MADE BY WORKSPHERE IN THIS AGREEMENT.
YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL WORKSPHERE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SERVICE, EVEN IF PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE TOTAL LIABILITY OF DUNBAR TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION RESULTING FROM YOUR USE OF THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNTS PAID BY YOU TO DUNBAR IN THE IMMEDIATELY PRECEDING TWELVE-MONTH PERIOD.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Worksphere operates the Service from within the United States. Worksphere makes no representations that content and materials on the Service are legal or appropriate for use from outside the United States. If you choose to access the Service from other locations, you do so at your own risk and are responsible for compliance with any and all local laws. You may not use the Service in violation of U.S. export laws and regulations.
These Terms will be governed by and construed in accordance with the laws of the state of Washington. Any action brought to enforce these Terms or matters related to the Service will be brought in either the State or Federal Courts of the state of Washington. Any claim or cause of action you have with respect to use of the Service must be commenced within one (1) year after the claim arises. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and attorneys’ fees.
If any provision of these Terms is deemed void, unlawful, or otherwise unenforceable for any reason, that provision will be severed from these Terms and the remaining provisions of these Terms will remain in force.
Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
Assignment. These Terms are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.
Notices. Unless otherwise specified in these Term, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to [email protected]
No Waiver. Our failure to enforce any part of these Terms shall not constitute a waiver of our right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
Headings. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.