GUIDE Solution Terms of Service
IMPORTANT – PLEASE READ CAREFULLY THESE GUIDE SOLUTION TERMS OF SERVICE (“TERMS”). THESE TERMS ARE AN AGREEMENT BETWEEN WORKSPOT, INC. (“WORKSPOT”) AND YOU OR THE ORGANIZATION, COMPANY OR OTHER ENTITY (“ORGANIZATION”) THAT YOU REPRESENT (ALTOGETHER, “YOU” OR “CUSTOMER”). THESE TERMS GOVERN YOUR USE OF THE GUIDE SOLUTION (AS DEFINED BELOW) AND ARE EFFECTIVE ON THE EARLIER OF THE DATE THAT YOU FIRST ELECTRONICALLY CONSENT TO A VERSION OF THESE TERMS AND THE DATE THAT YOU FIRST ACCESS THE GUIDE SOLUTION (“EFFECTIVE DATE”). FOR PURPOSES OF THESE TERMS,WORKSPOT AND YOU ARE EACH A “PARTY” AND TOGETHER ARE THE “PARTIES.”
YOU ARE ABOUT TO DOWNLOAD AND/OR INSTALL A WORKSPOT PROPRIETARY SOFTWARE PROGRAM KNOWN AS “GUIDE CLIENT SOFTWARE” THAT ENABLES YOUR ACCESS TO “GUIDE SERVICES,” 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 MICROSOFT 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”). THE OPERATION OF GUIDE SERVICES IS REFERRED TO AS THE “GUIDE FUNCTIONALITY.”
THE GUIDE FUNCTIONALITY MAY UTILIZE CONTENT THAT YOU UPLOAD OR INCLUDE WITH YOUR USE OF THE GUIDE SERVICES, OR WHICH YOU ACCESS, INCLUDE OR PROCESS THROUGH GUIDE AGENTS OR GUIDE OUTPUTS (“YOUR CONTENT”). IN ADDITION, GUIDE FUNCTIONALITY IS POWERED BY ONE OR MORE LARGE LANGUAGE MODELS (EACH AN “LLM”), SUCH AS CLAUDE BY ANTHROPIC, OR OTHER LLM, WHICH MAY EITHER BE SUPPLIED BY WORKSPOT AS AN ELEMENT OF THE GUIDE SOLUTION, OR BY YOU, AS PROVIDED OR SELECTED UNDER YOUR CHOSEN CONFIGURATION OF THE GUIDE SERVICES.
THE GUIDE SERVICES OPERATE THROUGH WORKSPOT’S WEB-BASED APPLICATION KNOWN AS “GUIDE CLOUDSOFTWARE” AND THROUGH THE INSTIGATION OF THE GUIDE CLIENT SOFTWARE. THE GUIDE CLIENT SOFTWARE AND THE GUIDE CLOUD SOFTWARE ARE TOGETHER REFERRED TO AS THE “GUIDE SOFTWARE.”
THE OPERATION OF THE GUIDE SOFTWARE AND THE GUIDE FUNCTIONAITY ARE FURTHER DESCRIBED IN WORKSPOT’S ASSOCIATED END USER DOCUMENTATION (“GUIDE DOCUMENTATION”).
THE GUIDE SOFTWARE AND THE GUIDE SERVICES, TOGETHER WITH THE GUIDE DOCUMENTATION, ARE ALTOGETHER REFERRED TO AS THE “GUIDE SOLUTION.”
GUIDE SERVICES AND CUSTOMER SERVICES (AS DEFINED BELOW), TOGETHER COMPRISE “WORKSPOT SERVICES.
PLEASE NOTE THAT WORKSPOT IS NOT LIABLE OR RESPONSIBLE FOR ANY TRANSACTION, CONTRACT, INJURY (ECONOMIC OR PHYSICAL), ACTION, PROCESS, DAMAGE OR OTHER DIRECT OR INDIRECT CONSEQUENCE OR RESULT FROM YOUR USE OF GUIDE FUNCTIONALITY OR FROM YOUR CREATION OR DEPLOYMENT OF A GUIDE AGENT, OR FROM YOUR CONTENT.
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 ORGANIZATION), THEN ON BEHALF OF SUCH ORGANIZATION, TO BE BOUND BY THESE TERMS AND THAT YOUR INSTALLATION AND USE OF GUIDE CLIENT SOFTWARE AND ACCESS TO AND USE OF THE GUIDE SOLUTION, IS GOVERNED BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, 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 TO OR USE OF THE GUIDE SOFTWARE OR GUIDE SOLUTION. UNAUTHORIZED USE MAY RESULT IN CIVIL OR CRIMINAL LIABILITY. YOUR ACCEPTANCE OF THESE TERMS CREATES A LEGALLY BINDING CONTRACT BETWEEN YOU AND WORKSPOT.
1. REGISTRATION. To initiate access to and use of the Guide Solution, you are required to register with Workspot (through our authentication provider) or through an online marketplace or store through which Workspot offers subscriptions to Guide Services (“Marketplace”). You may be required to provide certain information, such as configuration, end user and/or subscription information, in the course of that registration and any subsequent registrations or orders to add to, change, or renew your subscription. Your initial and any subsequent registrations each constitute an “Order” for the selected Guide Services. For Orders initiated through a Marketplace, the Marketplace will be the merchant of record. Note that the individual completing the initial registration is deemed to be the “Administrative User” for your subscription to Guide Services. The Administrative User is authorized by you as an End User and to access, configure and use the Guide Functionality and the functionality of the administrative control panel for the Guide Software (the “Control Panel”), such as to add End Users, change configurations, renew your subscription. In addition, the Administrative User is your sole point of contact for Support Services and Success Services (each as defined below) and has the responsibility or authority to perform other functions designated for Administrative Users under the Guide Documentation. An “End User” is an individual authorized and identified by an Administrative User through the Control Panel for access to and use of the Guide Services subscribed by you under an Order. End Users may be employees, independent contractors or other personnel of your Organization and may be limited in number under your subscription. You are responsible for making sure that the information you provide through an Order is and remains accurate and complete throughout the term of your subscription. Your designation and identification of the Administrative User may be changed through the Control Panel.
2. SUBSCRIPTION AND LICENSES.
a. Subscription. Subject to these Terms, you may access and use Guide Services during your Subscription Term (as defined below) for Guide Functionality per the Guide Documentation for your ordinary business purposes. For purposes of these Terms, your “Subscription Term” starts on the Effective Date and continues for an initial term of thirty (30) days or the period designated in your Order (“Initial Term”) and will then automatically renew for additional periods equal in duration to the Initial Term (unless otherwise specified under an Order) (“Renewal Term”), unless (i) you cancel your subscription to the Guide Services (x) via your Administrative User through the Control Panel or (y) under an arrangement for your Organization with Workspot by providing Workspot with at least thirty (30) days prior written notice, which in either case will be effective at the end of the then-current subscription term; or (ii) these Terms are earlier terminated as provided under Section 13 below.
b. Software License. Subject to these Terms, Workspotgrants you a non‑exclusive, limited, non‑sublicensable, revocable and non‑transferable license during the Subscription Term to permit your End Users to download, install and use the Guide Client Software on an end user device (e.g. laptop, tablet, PC, mobile phone), solely for purposes of accessing and using the Guide Services to performGuide Functionality for internal business purposes. Use of the Guide Solution by End Users shall be consistent with the Guide Documentation and shall be: (i) compliant with (x) applicable law; and (y) Workspot’sAcceptable Use Policy (applying the Guide Services as a Workspot Cloud Service); (z) the selected LLM’s Acceptable Use Policy (for Claude by Anthropic, see Anthropic Usage Policy; and (d) the limitations and restrictions provided in these Terms.
c. Documentation License. Subject to these Terms, Workspot grants you a nonexclusive, limited, non‑sublicensable, revocable and non‑transferable license during the Subscription Term for you to access and use the Guide Documentation for your internal business purposes in connection with your subscribed use of the Guide Services and Guide Software.
3. LIMITATIONS. You are not authorized, and you agree that you will not, use the Guide Solution, or in any way permit or enable others to use the Guide Solution or any Guide Agent or Guide Output, for any purpose other than as expressly permitted under these Terms. 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 Guide Software, Guide Documentation, or any Guide Agent or Guide Output; (ii) copy Guide Software or Guide Documentation or any part thereof for any purpose; (iii) assign or transfer these Terms or any rights granted hereunder to any other person; (iv) sublicense, rent, lease, sell, distribute or otherwise transfer or make available Guide Software or Guide Documentation or any part thereof to another person, except for the authorized addition of End Users and for the distribution of Guide Agents as expressly permitted hereunder; (v) reverse assemble (or disassemble), reverse compile (decompile), or reverse engineer Guide Software or otherwise attempt to discover any source code or other proprietary information relating to Guide Software; (vi) modify Guide Software; (vii) prepare any derivative works based on 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 Guide Services or attempt to gain unauthorized access to, or disrupt or interfere with the integrity or performance of the Guide Services; (viii) use the 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 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 Guide Solution may be subject to further limitations or restrictions as indicated in the Workspot Acceptable Use Policy or under usage guidelines promulgated by the provider of the LLM utilized for Guide Functionality. All rights not expressly granted under these Terms are reserved by Workspot.
4. OWNERSHIP. All right, title and interest in and to Guide Solution and all other software, documentation and services underlying or constituting the 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 Guide Services, or any aspect thereof. As between you and Workspot, you retain your rights in Your Content and except for any elements of Guide Software residing in Guide Outputs, Workspot disclaims any ownership of Guide Outputs.
5. CUSTOMER SERVICES. Workspot makes generally available at its sole discretion Support Services and Success Service, each as defined and described below (together referred to as “Customer Services”).
a. Support Services. Workspot makes available, at no additional charge, standard Guide support services (“Standard Support”) and may make available, for an additional fee. premium support services (“Premium Support”) to resolve inquiries initiated by an End User concerning the operation of the Guide Services requiring technical support (each an “Incident”) and to periodically update Guide Software (together referred to as “GuideSupport Services”). The elements of and procedures for Standard Support and Premium Support, as well as applicable limitations and requirements, are described in the service description for Guide Support Services. For access to Guide Support Services, contact Workspot through your Administrative User for Workspot to remotely respond to, and work to resolve, such Incidents. Workspot is not responsible for resolving Incidents that it determines, in its sole discretion, are not attributable to the Guide Software, such as Incidents involving Guide Outputs or arising from Your Content.
b. Success Services. Workspot may make available, for an additional fee, professional services relating to the implementation and/or operation of the Guide Services (“SuccessServices”), such as for training End Users or assistance with the development Guide Agents or instigation of Guide Outputs. The description, scope and charges for Success Services will be further described on an Order or a statement of work referenced in an Order.
6. PAYMENTS AND CHARGES.
a. Charges. Workspot offers access to Guide Services for your evaluation at no charge for the first thirty days after the Effective Date (the “Evaluation Period”). Thereafter, you are responsible for the payment of all fees and taxes relating to your subscription to Guide Services and for any engagement of Workspot Services, as specified in the applicable Order, or if not specified in an Order, at Workspot’s then-current rates (“Charges”). Your subscription to Guide Services will automatically terminate at the end of the Evaluation Period unless payment of all amounts due is received by Workspot prior to that date and are then due before the start of each Renewal Term thereafter. Workspot may increase its Charges at any time, which will be effective as of the start of the next Renewal Term occurring at least ten (10) days after notice of such increase is provided to you.
b. Payment Method. You agree that Workspot may charge your credit card, debit card, or other payment mechanism offered by Workspot (“Payment Method”) for all Charges due and owning to Workspot. You agree to promptly update your Payment Method to allow for timely payment. For Workspot Services acquired through a Marketplace, you are responsible for payment as required by and per the terms of the Marketplace.
c. Non-Cancelable and Non-Refundable. You agree that all payments for your subscription to and any engagement of Workspot Services is non‑cancelable and is final and non-refundable , unless otherwise agreed to by Workspot, required by applicable law, or set forth in your Order.
d. Collection. You agree that if Workspot is unable to collect Charges for Workspot Services through your Payment Method (and you are not purchasing through a Marketplace), Workspot may, to the extent not prohibited by applicable law, take other steps it deems necessary to collect such Charges from you and that you will be responsible for all costs and expenses incurred by Workspot in connection with such collection activity, including collection fees, court costs and attorneys’ fees. You further agree that, to the extent not prohibited by applicable law, Workspot may collect interest at the lesser of 1.5% per month or the highest amount permitted by applicable law on any Charges not paid when due.
e. Termination or Suspension for Non-Payment. Without limiting Workspot’s rights in any other section of these Terms, if any failure to pay Charges continues after the due date, Workspot may terminate, suspend or disconnect Workspot Services immediately and without prior notice.
f. Taxes. Unless otherwise stated in an Order, fees for Workspot Services do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to, value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction, but excluding any taxes on Workspot’s net income (“Taxes”). Where applicable, Workspot will charge, and you will pay, all Taxes arising out of your subscription or engagement of Workspot Services.
g. Online Marketplace Fraud. To the extent that you acquire Workspot Services through a Marketplace, you shall not directly or indirectly purchase or otherwise obtain access to such online marketplace or store through: (a) any automated, deceptive, fraudulent or other invalid means; (b) the use of robots or other automated query tolls or computer generated search requests; or the fraudulent use of software or credit cards.
1. FREEWARE; THIRD PARTY SERVICES. Notwithstanding anything to the contrary in these Terms, all or any portion of the 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 the Guide Freeware License List and are provided as required under such licenses. 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. Guide Services may enable or require access to third party services or web sites, use of which may require that you accept additional terms of service.
2. WARRANTIES AND DISCLAIMER OF WARRANTIES. You and Workspot each represent and warrant that: (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate its corporate rules, if applicable. You further represent and warrant that you have all rights and permissions required to use Your Content in your utilization of Guide Functionality. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS, TO THE MAXIMUM PERMITTED UNDER APPLICABLE LAW: (A) THE GUIDE SOFTWARE AND WORKSPOT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND; AND (B) WORKSPOT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD PARTY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, THIRD-PARTY INTERFACES. WORKSPOT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE OR TRADE USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WORKSPOT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE GUIDE SOLUTION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF GUIDE SOFTWARE, THE GUIDE SERVICES OR ANY GUIDE OUTPUT WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT GUIDE SOFTWARE, GUIDE SERVICES OR ANY GUIDE OUTPUT WILL BE ACCURATE, COMPLETE, OR COMPATIBLE WITH THIRD PARTY SOFTWARE OR SERVICES.
3. YOUR CONTENT AND GUIDE 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 OR GUIDE OUTPUTS. YOU SHALL SECURE AND MAINTAIN ALL RIGHTS IN YOUR CONTENT AND GUIDE OUTPUTS NECESSARY FOR WORKSPOT TO PROVIDE THE 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 GUIDE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE WHETHER GUIDE OUTPUTS ARE APPROPRIATE FOR YOUR USE CASE, INCLUDING WHEN HUMAN REVIEW IS APPROPRIATE, BEFORE USING OR SHARING GUIDE OUTPUTS. YOU ACKNOWLEDGE THAT GUIDE OUTPUTS SHOULD NOT BE RELIED UPON WITHOUT INDEPENDENTLY CHECKING THEIR ACCURACY, AS THEY MAY BE FALSE, INCOMPLETE, MISLEADING OR NOT REFLECTIVE OF RECENT EVENTS OR INFORMATION.
4. 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 EXEMPLARY DAMAGES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE GUIDE SOFTWARE OR THE GUIDE SERVICES, EVEN IF WORKSPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORSEEABLE AND EVEN IF OUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. 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 THE AMOUNT OF THE FEES PAID TO WORKSPOT BY YOU FOR THE WORKSPOT SERVICES IN THE PREVIOUS TWELVE (12) MONTHS. The parties agree that they have entered into these Terms in reliance of this Section and those terms form an essential basis of the bargain between the Parties.
5. CONFIDENTIALITY.
a. Confidential Information. The Parties may share information that is identified as confidential proprietary, or similar, or that a Party would reasonably understand to be confidential or proprietary (“Confidential Information”). Workspot’s software, documentation, know-how, technical information, product roadmaps, marketing plans, designs and pricing information, consist of and contain Workspot’s Confidential Information. Your Content is your Confidential Information.
b. Obligations of Parties. The receiving Party (“Recipient”) may only use the Confidential Information of the disclosing Party (“Discloser”) to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser’s Confidential Information to Recipient’s employee’s, agents, and advisors (“Representatives”) that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms. Recipient will protect Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own similar Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives. Recipient will promptly notify Discloser if it suspects or knows that Discloser’s Confidential Information was breached, and agrees to cooperate to mitigate further risks of loss or use.
c. Exclusions. Recipient’s obligations with respect to Confidential Information do not apply if Recipient demonstrates that Discloser’s Confidential Information was: (i) already known to Recipient at the time of disclosure by Discloser; (ii) disclosed to Recipient by a third party without a duty of confidentiality; (ii) publicly available through no fault of Recipient; or (iv) independently developed by Recipient without use of or access to Discloser’s Confidential Information. Recipient may disclose Discloser’s Confidential Information to the extent it is required by law, or court or administrative order, but will, except where expressly prohibited, notify Discloser of the required disclosure promptly and fully cooperate with Discloser. In addition, Workspot is permitted to provide Your Content and other elements from your use of Guide Services for processing by the selected LLMs in conjunction with the performance and execution of Guide Functionality.
d. Destruction Request. Recipient will destroy Discloser’s Confidential Information promptly upon request, except copies in Recipient’s automated back-up systems, which remain subject to these obligations of confidentiality while maintained.
e. Injunctive Relief. If the Recipient discloses (or threatens to disclose) any Confidential Information in breach of this Section 11, the Discloser shall have the right, in addition to all other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies may be inadequate.
f. Consent to Use End User Activity Data. Notwithstanding anything to the contrary in these Terms, you agree that Workspot may collect and use End User Activity Data, and any technical information about the device on which Guide Client Software and Guide Agents are installed, that is gathered periodically to, among other things, facilitate the provision of the 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 Guide Service by virtue of such end user’s interaction with Guide Services or Guide Agents, which may include, by way of example, 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.
6. 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: (a) your or your End User’s breach of these Terms; (b) any actual or alleged violation of any intellectual property rights of any third party in or to Your Content; (c) your or your End User’s failure to comply with applicable law; (d) your or your End User’s violation of any personal data or privacy rights; or (v) from your or your End User’s operation of any Guide Agents or from any Guide Outputs, including, without limitation, where arising from or resulting from any interaction, processing or execution of a Guide Agent or Guide Output with Your Content, an LLM or other software, data or service not provided by Workspot.
7. FREEWARE; THIRD PARTY SERVICES. Notwithstanding anything to the contrary in these Terms, all or any portion of the 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 the Guide Freeware License List and are provided as required under such licenses. 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. Guide Services may enable or require access to third party services or web sites, use of which may require that you accept additional terms of service.
8. WARRANTIES AND DISCLAIMER OF WARRANTIES. You and Workspot each represent and warrant that: (a) it is authorized to enter into these Terms; and (b) entering into and performing these Terms will not violate its corporate rules, if applicable. You further represent and warrant that you have all rights and permissions required to use Your Content in your utilization of Guide Functionality. EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THESE TERMS, TO THE MAXIMUM PERMITTED UNDER APPLICABLE LAW: (A) THE GUIDE SOFTWARE AND WORKSPOT SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND; AND (B) WORKSPOT MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD PARTY PRODUCTS OR SERVICES, INCLUDING, WITHOUT LIMITATION, THIRD-PARTY INTERFACES. WORKSPOT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, ACCURACY, OR THE PRESENCE OF ABSENCE OF ERRORS, AS WELL AS ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING OR PERFORMANCE OR TRADE USE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WORKSPOT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE GUIDE SOLUTION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF GUIDE SOFTWARE, THE GUIDE SERVICES OR ANY GUIDE OUTPUT WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT GUIDE SOFTWARE, GUIDE SERVICES OR ANY GUIDE OUTPUT WILL BE ACCURATE, COMPLETE, OR COMPATIBLE WITH THIRD PARTY SOFTWARE OR SERVICES.
9. YOUR CONTENT AND GUIDE 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 OR GUIDE OUTPUTS. YOU SHALL SECURE AND MAINTAIN ALL RIGHTS IN YOUR CONTENT AND GUIDE OUTPUTS NECESSARY FOR WORKSPOT TO PROVIDE THE 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 GUIDE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE WHETHER GUIDE OUTPUTS ARE APPROPRIATE FOR YOUR USE CASE, INCLUDING WHEN HUMAN REVIEW IS APPROPRIATE, BEFORE USING OR SHARING GUIDE OUTPUTS. YOU ACKNOWLEDGE THAT GUIDE OUTPUTS SHOULD NOT BE RELIED UPON WITHOUT INDEPENDENTLY CHECKING THEIR ACCURACY, AS THEY MAY BE FALSE, INCOMPLETE, MISLEADING OR NOT REFLECTIVE OF RECENT EVENTS OR INFORMATION.
10. 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 EXEMPLARY DAMAGES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE GUIDE SOFTWARE OR THE GUIDE SERVICES, EVEN IF WORKSPOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORSEEABLE AND EVEN IF OUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. 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 THE AMOUNT OF THE FEES PAID TO WORKSPOT BY YOU FOR THE WORKSPOT SERVICES IN THE PREVIOUS TWELVE (12) MONTHS. The parties agree that they have entered into these Terms in reliance of this Section and those terms form an essential basis of the bargain between the Parties.
11.CONFIDENTIALITY.
a. Confidential Information. The Parties may share information that is identified as confidential proprietary, or similar, or that a Party would reasonably understand to be confidential or proprietary (“Confidential Information”). Workspot’s software, documentation, know-how, technical information, product roadmaps, marketing plans, designs and pricing information, consist of and contain Workspot’s Confidential Information. Your Content is your Confidential Information.
b. Obligations of Parties. The receiving Party (“Recipient”) may only use the Confidential Information of the disclosing Party (“Discloser”) to exercise its rights and perform its obligations under these Terms. Recipient may only share Discloser’s Confidential Information to Recipient’s employee’s, agents, and advisors (“Representatives”) that have a need to know such Confidential Information and who are bound to obligations of confidentiality at least as protective as those provided in these Terms. Recipient will protect Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own similar Confidential Information, and with no less than reasonable care. Recipient is responsible for all acts and omissions of its Representatives. Recipient will promptly notify Discloser if it suspects or knows that Discloser’s Confidential Information was breached, and agrees to cooperate to mitigate further risks of loss or use.
c. Exclusions. Recipient’s obligations with respect to Confidential Information do not apply if Recipient demonstrates that Discloser’s Confidential Information was: (i) already known to Recipient at the time of disclosure by Discloser; (ii) disclosed to Recipient by a third party without a duty of confidentiality; (ii) publicly available through no fault of Recipient; or (iv) independently developed by Recipient without use of or access to Discloser’s Confidential Information. Recipient may disclose Discloser’s Confidential Information to the extent it is required by law, or court or administrative order, but will, except where expressly prohibited, notify Discloser of the required disclosure promptly and fully cooperate with Discloser. In addition, Workspot is permitted to provide Your Content and other elements from your use of Guide Services for processing by the selected LLMs in conjunction with the performance and execution of Guide Functionality.
d. Destruction Request. Recipient will destroy Discloser’s Confidential Information promptly upon request, except copies in Recipient’s automated back-up systems, which remain subject to these obligations of confidentiality while maintained.
e. Injunctive Relief. If the Recipient discloses (or threatens to disclose) any Confidential Information in breach of this Section 11, the Discloser shall have the right, in addition to all other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies may be inadequate.
f. Consent to Use End User Activity Data. Notwithstanding anything to the contrary in these Terms, you agree that Workspot may collect and use End User Activity Data, and any technical information about the device on which Guide Client Software and Guide Agents are installed, that is gathered periodically to, among other things, facilitate the provision of the 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 Guide Service by virtue of such end user’s interaction with Guide Services or Guide Agents, which may include, by way of example, 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.
12. 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: (a) your or your End User’s breach of these Terms; (b) any actual or alleged violation of any intellectual property rights of any third party in or to Your Content; (c) your or your End User’s failure to comply with applicable law; (d) your or your End User’s violation of any personal data or privacy rights; or (v) from your or your End User’s operation of any Guide Agents or from any Guide Outputs, including, without limitation, where arising from or resulting from any interaction, processing or execution of a Guide Agent or Guide Output with Your Content, an LLM or other software, data or service not provided by Workspot.
13. TERM; SUSPENSION; TERMINATION.
a. Term. These Terms are effective from the Effective Date expire upon the earlier of any termination provided under these Terms or automatically upon expiration and non-renewal of the Subscription Term (“Term”).
b. Suspension. Workspot may suspend your or your End User’s access to any portion or all of the Guide Services if: (i) Workspot reasonably believes or determines that: (x) there is an attack or risk to the security, operation or integrity of the Guide Services; (y) you or your End User are using the Guide Services in violation of these Terms; (z) Workspot’s provision of Guide Services to you is prohibited by applicable law or would result in a material increase in the cost of providing the Guide Services; or (ii) any vendor of Workspot has suspended or terminated Workspot’s use of third-party services or products, such as access to the LLM, required to enable you to access or use the Guide Services (each a “Service Suspension”). Workspot will provide you with reasonable notice of any Service Suspension. In addition, Workspot will use reasonable efforts to identify and replace any suspended or terminated third-party services or products, with the understanding that Workspot may require payment of additional charges attributable to costs incurred for such replacement product or service as a condition for reinstatement of suspended Guide Services. Workspot will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any consequences that you may incur because of a Service Suspension.
c. Termination for Breach or Due to Prohibition. Either Party may terminate these Terms for the other Party’s material breach by providing at least thirty (30) days prior written notice detailing the nature of the breach unless cured within that time. Workspot may immediately terminate these Terms upon written notice to you if Workspot reasonably believes or determines that Workspot’s provision of Workspot Services is prohibited by applicable law or if it reasonably determines that you or your End Users access to or use of the Guide Services constitute or imminently threaten the security, operation or integrity of the Guide Services.
d. Rights Upon Termination. Upon termination of these Terms, you must cease all use of and access to the Guide Solution and the operation of any Guide Agents and Guide Outputs, and destroy all copies of Guide Client Software in your possession or under your control, and pay any Charges then due to Workspot. All Guide Agents, and any of Your Content in Guide Agents, will be deleted and/or inoperable/inaccessible upon any expiration or termination of these Terms. In addition, any Guide Outputs which depend on continued connection to Guide Services for access or utilization, will no longer be operable or accessible upon expiration or termination of these Terms.
e. Survival. Any terms and conditions of these Terms that by their nature extend beyond expiration or termination hereof, shall survive termination or expiration of these Terms, including, without limitation, Sections 3 (“Limitations”), 4 (“Ownership”), 8 (“Warranties and Disclaimers of Warranty”), 10 (“Limitations of Liability”), 11 (“Confidentiality”) and 12 (“Indemnification”) and all amounts due to Workspot.
14. POLICIES. You consent to and agree to our Privacy Policy, and you are on notice of and acknowledge that our collection, sharing, and processing of your personal Data will be subject to our Privacy Policy and, if applicable, our Data Processing Addendum.
15. PUBLICITY. Customer agrees to consider the following upon reasonable request by Workspot: (i) serving as a reference account, (ii) for Organizations, the identity of Customer as a customer of Workspot on Workspot’s website, marketing materials and other mutually agreed communications, and (iii) collaborating on case studies as Customer realizes a successful deployment.
16. ASSIGNMENT. Neither Party may assign any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party, except that Workspot may assign these Terms without your prior written consent in the event of a reorganization, merger, acquisition, or other change of control in which Workspot is a constituent company. Any attempted assignment in breach of this section shall be void. These Terms shall bind and inure to the benefit of the Parties, their respective permitted successors and permitted assigns.
17. 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.
18. SEVERABILITY; WAIVER. If any provision of these Terms is invalid or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of these Terms, and without further action by the parties to these Terms, 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.
19. GOVERNING LAW/FORUM. These Terms 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.
20. INDEPENDENT CONTRACTORS. The Parties are and shall be independent contractors and neither party by virtue of these Terms shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other Party.
21. AMENDMENT. No amendment or modification of these Terms will be binding unless in writing and signed by Workspot. These Terms will cover any upgrades to the Guide Solution provided by Workspot that replace or supplement the original Guide Solution offering, unless such upgrade is accompanied by a separate agreement in which case the terms of that agreement will govern.
22. FORCE MAJEURE. Neither Party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.
23. NOTICE. All notices, demands, waivers, and other communications under these Terms (each a (“Notice”) must be in writing. Any Notices to you will be sent to the electronic address in the contact information you provide in the applicable Order or at registration for Workspot Services and will be considered received within one business day following dispatch. All notices to Workspot must be sent to legal@workspot.com and will be considered received within one business day following dispatch.
24. ENTIRE AGREEMENT. These Terms represent the entire agreement between you and Workspot and supersede all prior or contemporaneous agreements, proposals or representations, written, oral or otherwise, concerning its subject matter. Questions about these Terms may be directed to legal@workspot.com.
Download and use to new releases of the Guide Client Software will require assent to these Terms. Note that your continued access to and use of the Guide Solution may require installation of such new