Date Posted and Effective Date: January 10, 2014
PLEASE NOTE: many of the services provided by Workiva, including those provided through the Site, are subject to separate agreements between the parties (whether signed or clickwrap). Such agreements shall supersede and replace these Terms with respect to the applicable services except to the extent the applicable agreement expressly states otherwise.
2. Description of Service
The Site and the information, features, applications and services available on the Site may be referred to herein collectively as the "Service." Unless explicitly stated otherwise, any new features or services that augment or enhance the Service in the future shall be considered part of the Service and subject to the Terms.
3. Information You Provide to Us
4. Informational Purposes Only
The Service is provided for informational purposes only. Workiva shall not be responsible or liable for the accuracy, completeness, usefulness or availability of any information or other content, data, text, URLs, graphics or any other materials (collectively, the "Content") transmitted or made available via the Service. Workiva shall not be responsible or liable for any decisions made in reliance on such information.
5. Your Use of the Service
You agree to use the Service only for lawful purposes. You are solely responsible for all content and information uploaded to, or generated through, the Service by you or on your behalf. You shall not utilize the Service to misrepresent an affiliation with any person or organization, violate the legal rights of any third party, or to upload or transmit any defamatory, indecent, obscene, harassing, violent or otherwise objectionable material, or any material that is, or may be, protected by copyright, trademark or trade secret, without permission from the applicable owner.
6. Right to Review/Remove
Workiva reserves the right, but does not assume any responsibility, to (1) remove any material posted on the Site which Workiva, in its sole discretion, deems inconsistent with the foregoing commitments, including any material Workiva has been notified, or has reason to believe, constitutes an intellectual property infringement; and (2) terminate any user's access to all or part of Site. However, Workiva can neither review all material before it is posted on the Site nor ensure prompt removal of objectionable material after it has been posted. Accordingly, Workiva assumes no liability for any action or inaction regarding transmissions, communications or content provided by third parties. Workiva reserves the right to take any action it deems necessary to protect the personal safety of users of this Site and the public; however, Workiva has no liability or responsibility to anyone for performance or nonperformance of the activities described in this paragraph.
7. Third Party Websites
The Service may provide links to websites or resources outside of the Site. Because Workiva has no control over external sites and resources, you acknowledge and agree that Workiva is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, goods, services or other materials on, available through or provided by such sites or resources. Your correspondence or business dealings with, or participation in promotions of, any websites that you find or link to through the Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such websites. You agree that Workiva shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of links to such websites on the Service.
If you submit any questions, comments, suggestions, information, ideas, concepts, photographs, graphics or other materials to Workiva, whether oral, written or electronic (collectively, "submissions"), no confidential or other relationship shall be established between you and Workiva. Your submissions shall be considered non-confidential and shall be considered the sole and exclusive property of Workiva. Workiva shall have the right to publish, reproduce, modify, adapt, distribute, transmit to others and otherwise use any submissions for any purpose whatsoever (including, but not limited to, research, development, manufacture, advertising or sale of any products or ingredients incorporating or relying on such submissions), in any media, throughout the world and in perpetuity, and without any compensation, attribution or other obligation to you.
9. Modifications to Service; Termination
Workiva reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Workiva shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. Workiva reserves the right, at its sole discretion, immediately and without notice to suspend or terminate the Terms and/or your ability to access the Site, for any reason including any breach by you of the Terms or conduct by you that Workiva determines to be inappropriate.
10. Proprietary Rights
You acknowledge and agree that the Service and any necessary software used in connection with the Service (the "Software") contain proprietary and/or confidential information, Content and other materials that are protected by applicable intellectual property and other laws (including, without limitation, copyrights, trademarks, service marks and patents). Except as expressly authorized by Workiva, you agree not to display, publish, reproduce, transmit, distribute, post, modify, adapt, rent, lease, sell or otherwise use the Software, the Service or any Content contained thereon, in whole or in part without our prior permission. However, you may download Content for your own personal, non-commercial use, provided that you agree to abide by any copyright notice or other restrictions contained in or pertaining to such Content and provided that you keep intact any author attribution, copyright or trademark notice in any such Content that you download. You may not use such downloaded Content for any commercial purpose. Modification of the Content or use of the Content for any other purpose is a violation of Workiva copyright and other proprietary rights. You agree that you will not challenge the ownership rights of Workiva in or to any and all trademarks, logos, service marks and/or domain names of Workiva (the "Workiva Marks"), and that you will not register or attempt to register any trademark, service mark, logo, and/or domain name that is identical or confusingly similar to any of the Workiva Marks. Workiva may enforce its intellectual property rights to the fullest extent of the law.
11. Jurisdictional Issues
The information and other Content contained on the Site are intended for use only by persons in the United States. Workiva makes no representations that the information and other Content contained on the Site are appropriate for users in countries other than the United States, which countries may have different legal or regulatory requirements or restrictions. Those who choose to access the Site from locations outside the United States do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Nothing herein should be considered a solicitation, promotion or indication for any product that is not permitted by the laws or regulations of the country where the user of the Site resides. Also, please note that certain software and data files from the Site may be subject to export controls imposed by the United States government and may not be downloaded or otherwise exported to a country (or a national or resident of a country) upon which the United States government has placed an embargo. If you download or use any such software of data files, you warrant that you are not located in, or a national of, or under the control of, any such country.
12. Disclaimer of Warranties; Limitation of Liability
THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE OR THE INFORMATION OR OTHER CONTENT OFFERED ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WORKIVA MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY CONTENT ON OR ACCESSIBLE THROUGH THE SERVICE. ANY DOWNLOADING, RELIANCE ON OR USE OF SUCH CONTENT SHALL BE AT YOUR SOLE RISK. WORKIVA MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE WILL BE AVAILABLE ON A TIMELY BASIS OR WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WORKIVA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE, EVEN IF WORKIVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED ONE THOUSAND DOLLARS ($1,000).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13. NoticeNotices to you may be made via either email or regular mail.
14. Changes to the Terms
Workiva may revise and update these Terms at any time without notice by posting the amended terms to this Site. Your continued use of the Site means that you accept and agree to the revised Terms. If you disagree with the Terms (as amended from time to time) or are dissatisfied with this Site, your sole and exclusive remedy is to discontinue using this Site.
15. General Information
The Terms constitute the entire agreement between you and Workiva and govern your use of the Service, superseding any prior agreements between you and Workiva; provided, however, that these Terms may be supplemented or replaced by, and shall not supersede, any terms entered into between you and Workiva specifically applicable to any service offered by Workiva. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The Terms and the relationship between you and Workiva shall be governed by the laws of the United States and the State of Iowa without regard to choice of law principles. You and Workiva agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the state of Iowa. The failure of Workiva to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms shall remain in full force and effect.
16. Contacting Us
If you have any questions or comments about the Terms, or if you would like to report any violations of the Terms, please contact us at firstname.lastname@example.org.