Workspot GUIDE Solution Evaluation Agreement
IMPORTANT – PLEASE READ CAREFULLY: YOU ARE ABOUT TO DOWNLOAD AND/OR INSTALL A PROPRIETARY SOFTWARE PROGRAM OF WORKSPOT, INC. (“WORKSPOT”) KNOWN AS “WORKSPOT GUIDE CLIENT SOFTWARE” THAT ENABLES ACCESS TO THE “WORKSPOT GUIDE SERVICES” THROUGH OPERATION OF WORKSPOT’S WEB-BASED APPLICATION KNOWN AS “WORKSPOT GUIDE CLOUDSOFTWARE.” THE WORKSPOT GUIDE CLIENT SOFTWARE AND THE WORKSPOT GUIDE SERVICES (OPERATING THROUGH INSTIGATION OF THE WORKSPOT GUIDE CLIENT SOFTWARE), TOGETHER WITH WORKSPOT’S ASSOCIATED GUIDE END USER DOCUMENTATION (“GUIDE DOCUMENTATION”), ARE ALTOGETHER REFERRED TO AS THE “WORKSPOT GUIDE SOLUTION.” THE WORKSPOT GUIDE CLIENT SOFTWARE AND THE WORKSPOT GUIDE CLOUD SOFTWARE ARE TOGETHER REFERRED TO AS THE “WORKSPOT GUIDE SOFTWARE.”
THE WORKSPOT GUIDE SOLUTION IS A PRE-RELEASE OFFERING WHICH IS A DEVELOPMENT AND AUTHORING TOOL DESIGNED FOR THE CREATION BY AN END USER DEVELOPER, SUCH AS YOURSELF, OF ONE OR MORE AI AGENTS OPERATING IN A WINDOWS ENVIRONMENT (“GUIDEAGENT”), TO PERFORM AND/OR CREATE A DESIRED PROCESS, FUNCTION OR OUTPUT ON AND/OR ACROSS ONE OR MORE LOCAL DEVICES, SERVERS OR VIRTUAL MACHINES (“GUIDE OUTPUT”), ALL AS FURTHER DESCRIBED IN THE GUIDE DOCUMENTATION”)(THE OPERATION OF WHICH IS ALTOGETHER REFERRED TO AS THE “GUIDE FUNCTIONALITY”).
IF YOU HAVE REGISTERED WITH WORKSPOT FOR A FREE TRIAL OR EVALUATION OF THE WORKSPOT GUIDE SOLUTION, WORKSPOT WILL MAKE THE WORKSPOT GUIDE SOLUTION AVAILABLE TO YOU, AT NO CHARGE, FOR YOUR LIMITED USE UNDER, AND SUBJECT TO, THIS WORKSPOT GUIDE SOLUTION EVALUATION AGREEMENT (“AGREEMENT”), SOLELY FOR EVALUATION AND NON-PRODUCTION PURPOSES, AND ONLY FOR A PERIOD OF THIRTY (30) DAYS FROM THE DATE OF YOUR REGISTRATION (“EVALUATION TERM”).
BY CLICKING THE “I ACCEPT” BUTTON, YOU AGREE, ON BEHALF OF YOURSELF AS AN INDIVIDUAL END USER OR, IF YOUR USE IS ON BEHALF OF AN ENTERPRISE OR OTHER ORGANIZATION (“ORGANIZATION”), THEN ON BEHALF OF SUCH ORGANIZATION, TO BE BOUND BY THIS AGREEMENT AND THAT YOUR INSTALLATION AND USE OF WORKSPOT GUIDE CLIENT SOFTWARE AND ACCESS TO AND USE OF THE WORKSPOT GUIDE SOLUTION, IS GOVERNED BY THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, OR DO NOT HAVE THE AUTHORITY TO BIND SUCH ORGANIZATION IN CONNECTION WITH SUCH PURPOSE, CLICK THE “CANCEL” BUTTON, WHICH WILL TERMINATE THE DOWNLOAD OR INSTALLATION PROCESS AND YOU WILL HAVE NO RIGHT TO ANY ACCESS OR USE THE WORKSPOT GUIDE SOFTWARE OR WORKSPOT GUIDE SOLUTION. UNAUTHORIZED USE MAY RESULT IN CIVIL OR CRIMINAL LIABILITY.
1. LICENSE. Subject to the terms of this Agreement, Workspot grants you a non-exclusive, limited, non‑sublicensable, revocable and non‑transferable license to download, install and use the Workspot GUIDE Client Software on an end user device (e.g. laptop, tablet, PC, mobile phone), solely for purposes of accessing and using the Workspot GUIDE Services to perform Functionality per the Guide Documentation, which may include, by way of example only and not limitation, the distribution of GUIDE Agents created by your use of the Workspot Guide Services, across devices, servers or virtual machines within or for the Organization, to produce GUIDE Outputs, all solely for non‑production and evaluation purposes, and only during the Evaluation Term. Your use of the Workspot GUIDE Solution shall be consistent with the GUIDE Documentation and shall be: (i) limited to evaluation for business purposes only; and (ii) compliant with (a) applicable law; (b) Workspot’s Acceptable Use Policy (applying the Workspot GUIDE Services as a Workspot Cloud Service)(see www.workspot.com/legal/aup); and (c) the limitations and restrictions provided in this Agreement. All rights not expressly granted under this Agreement are reserved by Workspot.
2. LIMITATIONS. You are not authorized, and you agree that you will not, use the Workspot GUIDE Solution, or in any way permit or enable others to use the Workspot GUIDE Solution or any GUIDE Agent or GUIDE Output, for any purpose other than as expressly permitted under this Agreement. By way of example and not limitation, you agree that you shall not, nor shall you permit or enable others to: (i) remove, disable, obscure or circumvent any proprietary notices incorporated in Workspot GUIDE Software, GUIDE Documentation, or any GUIDE Agent or GUIDE Output; (ii) copy Workspot GUIDE Software or GUIDE Documentation or any part thereof for any purpose; (iii) assign or transfer this Agreement or any rights granted hereunder to any other person; (iv) sublicense, rent, lease, sell, distribute or otherwise transfer or make available Workspot GUIDE Software or GUIDE Documentation or any part thereof to another person, except for distribution of GUIDE Agents as expressly permitted hereunder; (v) reverse assemble (or disassemble), reverse compile (decompile), or reverse engineer Workspot GUIDE Software or otherwise attempt to discover any source code or other proprietary information relating to Workspot GUIDE Software ; (vi) modify Workspot Guide Software; (vii) prepare any derivative works based on Workspot GUIDE Software or any part thereof, other than in conjunction with the creation of GUIDE Agents as expressly permitted hereunder ; (vii) knowingly transmit, use or store viruses or other harmful or malicious code through use of Workspot GUIDE Services or attempt to gain unauthorized access to, or disrupt or interfere with the integrity or performance of the Workspot GUIDE Services; (viii) use the Workspot Guide Solution, or any part thereof, for purposes of benchmarking or other comparative or competitive analysis intended for publication without Workspot’s express written consent; (ix) use the Workspot GUIDE Solution, or any part thereof, in any application or situation where use or failure could lead to death or serious bodily injury of any person, or to severe property or environmental damage; or (x) use the GUIDE Solution as a substitute for professional medical advice, diagnosis, treatment or judgment, or as an element of or as a medical device. Your use of the Workspot GUIDE Solution may be subject to further limitations or restrictions as indicated in the usage guidelines provided at www.workspot.com/legal/usageguidelines.
3. OWNERSHIP. All right, title and interest in and to Workspot GUIDE Solution and all other software, documentation and services underlying or constituting the Workspot GUIDE Services, as well as all derivative works thereto and intellectual property rights therein or comprised in any GUIDE Agents, is the property of Workspot. No right, title or interest in or to any trademark or trade name of Workspot is granted under this Agreement. You hereby agree to assign, and do hereby assign, to Workspot ownership of and all intellectual property rights in and to any suggestions, enhancement requests, recommendations or other feedback that you provide relating to the Workspot GUIDE Services, or any aspect thereof. As between you and Workspot, excluding the Workspot GUIDE Solution, you retain your rights in any content you upload or include in conjunction with your use of the Workspot GUIDE Services, or which you access, include or process through GUIDE Agents or GUIDE Outputs(“Your Content”).
4. FREEWARE; THIRD PARTY SERVICES. Notwithstanding the terms and conditions of this Agreement, all or any portion of the Workspot GUIDE Solution, which constitutes non‑proprietary Workspot software provided under public license by third parties (“Freeware”), is licensed to you subject to the terms and conditions of the software license agreement accompanying such Freeware, whether in the form of a discrete agreement or electronic license terms accepted at time of download. Use of Freeware by you shall be governed entirely by the terms of such license. The respective licenses for Freeware is available at www.workspot.com/legal/freeware.To the extent that terms of the Freeware require an offer to provide source code or related information, such offer is hereby made. Any request for such source code or related information should be directed to support@workspot.com. Workspot GUIDE Services may enable access to third party services and web sites, use of which may require that you accept additional terms of service.
5. NO WARRANTY; NO SUPPORT. Workspot does not provide any warranty or support under this Agreement with respect to the Workspot GUIDE Solution. ALL USE OF THE WORKSPOT GUIDE SOLUTION IS AT YOUR SOLE RISK. WORKSPOT GUIDE SOFTWARE IS LICENSED ON AN AS-IS BASIS WITH ALL FAULTS AND WORKSPOT MAKES NO REPRESENTATIONS, CONDITIONS OR WARRANTIES OF ANY KIND TO YOU CONCERNING WORKSPOT GUIDE SOFTWARE, THE WORKSPOT GUIDE SERVICES, OR ANY OTHER WORKSPOT PRODUCTS OR SERVICES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS, WHETHER OR NOT DISCOVERABLE, IN EACH CASE, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WORKSPOT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WORKSPOT GUIDE SOLUTION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF WORKSPOT GUIDE SOFTWARE OR THE WORKSPOT GUIDE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT WORKSPOT GUIDE SOFTWARE OR WORKSPOT GUIDE SERVICES WILL BE COMPATIBLE WITH THIRD PARTY SOFTWARE OR SERVICES. WORKSPOT HAS NO OBLIGATION TO PROVIDE OR MAKE AVAILABLE ANY SUPPORT, MAINTENANCE OR PROFESSIONAL SERVICES WITH REGARD TO THE WORKSPOT GUIDE SOLUTION OR TO MEET ANY SPECIFIC SERVICE LEVEL OR AVAILABILITY COMMITMENT.
7. CONTENT AND OUTPUTS. AS BETWEEN YOU AND WORKSPOT, YOU ARE FULLY AND SOLELY RESPONSIBLE FOR (I) ALL MAINTENANCE, MANAGEMENT, AVAILABILITY, SECURITY, ACCURACY, QUALITY, INTEGRITY, ACCESSIBILITY, PRIVACY, BACKUP AND LEGALITY OR ANY OF YOUR CONTENT OR FOR ANY GUIDE OUTPUT; AND (II) FOR ANY INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY OR OTHER RIGHTS OF ANY THIRD PARTY WITH RESPECT TO YOUR CONTENT AND GUIDE OUTPUTS. YOU SHALL SECURE AND MAINTAIN ALL RIGHTS IN YOUR CONTENT AND GUIDE OUTPUTS NECESSARY FOR WORKSPOT TO PROVIDE THE WORKSPOT GUIDE SERVICES. WORKSPOT IS NOT RESPONSIBLE FOR ANY LOSS, CHANGE OR ALTERATION OF YOUR CONTENT OR FOR ANY LOSS OR DAMAGE CAUSED BY ANY GUIDE AGENT OR GUIDE OUTPUT. WORKSPOT ACKNOWLEDGES THAT IT ACQUIRES NO RIGHTS IN YOUR CONTENT OR GUIDE OUTPUTS UNDER THIS AGREEMENT, EXCEPT AS NECESSARY TO PROVIDE, OPERATE, IMPROVE AND/OR ENHANCE WORKSPOT GUIDE SERVICES.
8. LIMITATION OF LIABILITY. IN NO EVENT WILL WORKSPOT BE LIABLE TO YOU OR YOUR ORGANIZATION FOR ANY LOST REVENUE, PROFIT OR DATA, OR FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE WORKSPOT GUIDE SOFTWARE OR THE WORKSPOT GUIDE SERVICES, EVEN IF WORKSPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WORKSPOT’S LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100).
9. CONFIDENTIALITY. You acknowledge and agree that the non-public information disclosed to you in the course of our provision of the Workspot GUIDE Solution, including, without limitation, software, documentation, know-how, technical information, product roadmaps, marketing plans, designs and pricing information, consists of and contains confidential and trade secret information which are the property of Workspot and its suppliers (“Confidential Information”). You agree, except to the extent expressly permitted under this Agreement, to hold the Confidential Information in strict confidence, to not use any of the Confidential Information and to not disclose any Confidential Information to any third party without our prior written consent. You agree to treat Confidential Information in at least the same manner as you treat your own confidential information of a similar type, but in no case will your degree of care be less than reasonable care. If you disclose, or threaten to disclose or use, any Confidential Information in breach of this Agreement, in addition to any other remedies available to us, Workspot may seek injunctive relief to enjoin such acts.
10. INDEMNIFICATION. You agree to defend, indemnify and hold Workspot harmless from and against any damages, payments, fines, judgments, settlements, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees), arising out of, resulting from or attributable to: (i) your breach of this Agreement; (ii) any actual or alleged violation of any intellectual property rights of any third party in or to Your Content; (iii) your failure to comply with applicable law; (iv) your violation of any personal data or privacy rights; or (v) from your operation of any GUIDE Agents or from any GUIDE Outputs.
11. TERM; TERMINATION. This Agreement is effective from the date of your registration with Workspot for this evaluation of the Workspot GUIDE Solution and expires upon any termination or expiration of the Evaluation Term. The Evaluation Term will not automatically renew and may be extended by Workspot in its sole discretion. You may terminate this Agreement at any time by destroying all copies of Workspot GUIDE Client Software in your possession or under your control and/or by terminating your access to the Workspot GUIDE Services. This Agreement will terminate immediately without notice from Workspot if you fail to comply with any provision of this Agreement. Workspot may suspend your access to the Workspot GUIDE Services at any time if it determines or reasonably suspects your violation of this Agreement. Upon termination of this Agreement, you must cease all use of and access to the Workspot GUIDE Solution and the operation of any GUIDE Agents, and destroy all copies of Workspot GUIDE Client Software in your possession or under your control. All GUIDE Agents, and any of Your Content in GUIDE Agents, will be deleted and/or inoperable/inaccessible upon expiration or termination of the Evaluation Term. Any terms and conditions of this Agreement that by their nature extend beyond expiration or termination hereof, shall survive termination or expiration of this Agreement.
12. EXPORT REGULATIONS. You are not permitted to export, re-export or release, directly or indirectly, any software, documentation, technology or other technical data, or any products that include or use any of the foregoing, to any country, jurisdiction or Entity to which the export, re-export or release of such (a) is prohibited by applicable law or (b) without first completing all required undertakings (including obtaining any necessary export license or other governmental approval under law, including the US Export Administration Act and its associated regulations. For the purposes of this section “Entity” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.
13. SEVERABILITY; WAIVER. If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Agreement, and without further action by the parties to this Agreement, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable. No failure or delay in exercising any right hereunder shall constitute a waiver of such right.
14. GOVERNING LAW/FORUM. This Agreement and any claims related thereto shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules and all disputes hereunder shall be subject to the exclusive jurisdiction of the state or federal courts located in the State of California.
15. CONSENT TO USE OF END USER ACTIVITY DATA. You agree that Workspot may collect and use End User Activity Data, and any technical information about the device on which Workspot GUIDE Client Software and GUIDE Agents are installed, that is gathered periodically to, among other things, facilitate the provision of the Workspot GUIDE Services, software updates, product support and other services, as well as, on an aggregated and de-identified form, to benefit, improve and enhance Workspot products, technology, operations, services and business activities. End User Activity Data refers to the elements of activity captured with regard to active end users or GUIDE Agents through the Workspot GUIDE Service by virtue of such end user’s interaction with Workspot GUIDE Services or GUIDE Agents, including user name, user email address, user login, user location (if user opts in), user access of a resource, user errors with any access activity (such as account lock out or failure to connect to resources) and other measures of utilization and performance.
16. INDEPENDENT CONTRACTORS. The parties are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
17. AMENDMENT. No amendment or modification of this Agreement will be binding unless in writing and signed by Workspot. The terms of this Agreement will cover any upgrades to the Workspot GUIDE Solution provided by Workspot that replace or supplement the original Workspot GUIDE Solution offering, unless such upgrade is accompanied by a separate agreement in which case the terms of that agreement will govern.
18. ENTIRE AGREEMENT. This Agreement represents the entire agreement between you and Workspot and supersedes all prior or contemporaneous agreements, proposals or representations, written, oral or otherwise, concerning its subject matter. Questions about this Agreement may be directed to legal@workspot.com.
Download and use to new releases of the Workspot GUIDE Client Software will require assent to this Agreement. Note that your continued access to and use of the Workspot GUIDE Solution may require installation of such new releases.