Last Updated: May 15^th, 2018

This Workadi Authorized User Agreement (the "Authorized User Agreement") is a legal agreement between you and Cerulean Studios, LLC, a Delaware limited liability company ("Cerulean"). Please read this Authorized User Agreement carefully before accessing or using the Workadi Services (as defined below).

	By accessing or using the Workadi Services, you are entering into and agreeing to be bound by the terms of this Authorized User Agreement. You are not authorized to access or use the Workadi Services if you do not agree to the terms and conditions of this Authorized User Agreement.

Table of Contents

1. Workadi Services
2. Customer and Authorized Users
3. Authorized User Obligations
4. Prohibited Conduct
5. Safe and Lawful Use of the Workadi Services
6. Intellectual Property Rights
7. Collection, Storage, and Use of Information
8. Third-Party Content and Services
9. Term and Termination
10. Disclaimer of Warranty
11. Limitation of Liability
12. Software Suggestions
13. Miscellaneous

1. Workadi Services

The capitalized term "Workadi Services" means the Workadi software, services, and websites made available to you in connection with this Authorized User Agreement and all related documentation, enhancements, and updates that may be provided to you in the future by Cerulean.

2. Customer and Authorized User

The individual, entity, or organization authorizing you to access and use the Workadi Services (the "Customer") has entered into an agreement with Cerulean regarding your access and use of the Workadi Services (the "Customer Agreement"). Cerulean and Customer are the only parties to and beneficiaries of the Customer Agreement, and they may make changes to the Customer Agreement at any time.

3. Authorized User Obligations

You represent that you are of legal age to form a binding contract and are not barred from receiving the Workadi Services under the laws of the United States or other applicable jurisdiction. You agree to use the Workadi Services only for the purposes that are permitted by Customer, this Authorized User Agreement, and applicable law, regulation, and generally accepted practices in the relevant jurisdictions.

4. Prohibited Conduct

You agree to use the Workadi Services strictly in accordance with this Authorized User Agreement and not to, and not to permit others to: (i) reverse engineer, decompile, disassemble, derive the source code of the Workadi Services; (ii) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Workadi Services; (iii) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Cerulean or its affiliates, partners, suppliers or the licensors of the Workadi Services; (iv) use, copy, modify, alter, or transfer, electronically or otherwise, the Workadi Services, or any of the accompanying documentation except as expressly permitted in this Authorized User Agreement; (v) make the Workadi Services available over a network or other environment permitting access or use by multiple users at the same time; (vi) use the Workadi Services for any revenue generating endeavor or commercial enterprise, or for any other purpose for which it is not designed or intended; (vii) redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to the Workadi Services, in whole or in part, whether in a stand-alone configuration or as incorporated with other software code written by any party, except as expressly permitted in this Authorized User Agreement; (viii) use the Workadi Services in any manner that could damage, disable, overburden, or impair Cerulean's servers or networks or those of any network provider to which the Workadi Services may connect; or (ix) attempt to gain unauthorized access to any services, computer systems, or networks through hacking, password mining, or any other means. Cerulean may take legal and technical remedies to prevent violation of this provision and to enforce this Authorized User Agreement.

You will not submit or transmit through the Workadi Services any material, or otherwise engage in any conduct that: (i) violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity, or other proprietary rights; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, or contains explicit or graphic descriptions, or accounts of, sexual acts; (iii) victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (iv) impersonates any person, business, or entity, including Cerulean and its employees and agents; (v) contains viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or otherwise permit the unauthorized use of a computer or computer network; (vi) encourages conduct that would constitute a criminal offense, or that gives rise to civil liability; (vii), violates this Authorized User Agreement, guidelines, or any policy posted on the Cerulean website; or (viii) interferes with the use of the Workadi Services by others.

5. Safe and Lawful Use of the Workadi Services

When using the Workadi Services on a mobile device, you will: (i) observe all traffic laws and otherwise drive safely; (ii) not use or otherwise interact with the Workadi Services, unless your vehicle is stationary and legally parked; (iii) not use the Workadi Services for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes, or in any manner inconsistent with this Authorized User Agreement; (iv) arrange all wireless devices and cables necessary for use of the Workadi Services in a secure manner in your vehicle (whether you are operating the vehicle or a passenger) so that they will not interfere with the safe operation of the vehicle and will not prevent the operation of any safety device (such as an airbag); and (v) otherwise use the Workadi Services only in circumstances and in a manner that will not endanger you or others.

6. Intellectual Property Rights

The Workadi Services and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Cerulean. Furthermore, the source of the Workadi Services and the format, directories, queries, algorithms, structure and organization of the Workadi Services are the intellectual property and proprietary and confidential information of Cerulean and its affiliates, licensors and suppliers. Except as expressly stated in this Authorized User Agreement, you are not granted any intellectual property rights in or to the Workadi Services by implication, estoppel or other legal theory, and all rights in and to the Workadi Services not expressly granted in this License are hereby reserved and retained by Cerulean.

The Workadi Services may utilize or include third-party software that is subject to open source and third-party license terms ("Third-Party Software"), including, without limitation, the license provisions provided at https://workadi.com/legal/third-party-licenses/ (the "Third-Party Software Licenses"). Your right to use such Third-Party Software as part of the Workadi Services is subject to and governed by the terms and conditions of the open source or third-party license applicable to such Third-Party Software, including, without limitation, any applicable acknowledgements, license terms and disclaimers contained therein. In the event of a conflict between the terms of this Authorized User Agreement and the terms of such open source or third-party licenses, the terms of the open source or third-party licenses will control with regard to your use of the relevant Third-Party Software. In no event will the Workadi Services or components thereof be deemed to be "open source" or "publicly available" software, except as expressly set forth in the Third-Party Software Licenses.

The following company names and logos and all related product and service names, design marks and slogans are trademarks and service marks owned by and used under license from Cerulean: "Cerulean Studios" and "Workadi" (the "Cerulean Marks"). You are not authorized to use the Cerulean Marks in any advertising, publicity or in any other commercial manner without the prior written consent of Cerulean, which may be withheld for any or no reason. You agree that you will not remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Workadi Services or any accompanying documentation.

In the event of a third-party claim that your possession or use of the Workadi Services infringes any third party's intellectual property rights, Customer (and not Cerulean or its affiliates) will be responsible for the investigation, defense, settlement and discharge of any such claim of intellectual property infringement.

7. Collection, Storage, and Use of Information

Cerulean's privacy policies and procedures are set forth in the privacy policy located at https://workadi.com/legal/privacy-policy/ (the "Cerulean Privacy Policy"). You represent that you agree to the Cerulean Privacy Policy and that you will comply with the Cerulean Privacy Policy. Cerulean reserves the right to change the provisions of the Cerulean Privacy Policy at any time and from time to time at its sole discretion. Cerulean will post any changes to the Cerulean Privacy Policy at the web address set forth above. Use of the Workadi Services following the posting of or transmission to you of notice of such changes to the Cerulean Privacy Policy will constitute acceptance of any such changes.

The data and information that you submit to Cerulean using the Workadi Services ("Authorized User Data") is owned by Customer. Customer may copy, modify, disclose, use, and delete Authorized User Data, and Cerulean has no obligation to you whatsoever with respect to Authorized User Data.

Cerulean may gather data regarding your access to and use of the Workadi Services in a form that does not identify you personally ("Service Data"). Service Data may include information such as usage statistics, crash reports, help requests, patterns, data, and suggestions based on user actions. Service Data is owned by Cerulean and is not Customer Data. Subject to the Cerulean Privacy Policy, Cerulean may use and disclose the Service Data in order to provide or improve the Workadi Services or for any other purpose.

8. Third-Party Content and Services

The Workadi Services may permit you to access products (including plugins), services, web-sites, advertisements, promotions, recommendations, advice, information, and materials created and provided by third parties (e.g., advertisers, publishers, content partners, marketing agents, vendors and other third parties) ("Third-Party Content and Services").

Cerulean does not investigate, monitor, represent or endorse the Third-Party Content and Services (including any third-party websites or communication services available through the Workadi Services). Furthermore, your access to and use of the Third-Party Content and Services is at your sole discretion and risk, and Cerulean and its affiliates, partners, suppliers and licensors will have no liability to you arising out of or in connection with access to and use of the Third-Party Content and Services. Cerulean hereby disclaims any representation, warranty or guaranty regarding the Third-Party Content and Services, whether express, implied or statutory, including, without limitation, the implied warranties of merchantability or fitness for a particular purpose, and any representation, warranty or guaranty regarding the availability, quality, reliability, features, appropriates, accuracy, completeness, or legality of the Third-Party Content and Services.

The provision of access to and the listing of any Third-Party Content and Service (including any third-party websites available through the Workadi Services) will not constitute or imply any endorsement by Cerulean or its affiliates of such Third-Party Content and Services. Cerulean reserves the right to restrict or deny access to any Third-Party Content and Services otherwise accessible through the Workadi Services, although Cerulean has no obligation to restrict or deny access even if requested by you or any Authorized User.

By accessing and using the Third-Party Content and Services, you may encounter information, materials and subject matter: (i) that you or others may deem offensive, indecent, or objectionable; (ii) which may or may not be identified as having explicit language, and (iii) that automatically and unintentionally appears in information displayed by the Workadi Services, as a link or reference to objectionable material. Cerulean and its affiliates, partners, suppliers and licensors will have no liability to you for information, material or subject matter that is found to be offensive, indecent, or objectionable.

9. Term and Termination

This Authorized User Agreement remains effective until the Customer Agreement terminates or your access to the Workadi Services has been terminated by Customer or Cerulean. Please contact Customer if you at any time or for any reason wish to terminate your account, including due to a disagreement with any updates to this Authorized User Agreement.

10. Disclaimer of Warranty

THE Workadi SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND YOUR USE OF OR RELIANCE UPON THE Workadi SERVICES AND ANY THIRD-PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. CERULEAN AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE Workadi SERVICES AND THIRD-PARTY CONTENT AND SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHERMORE, CERULEAN AND ITS AFFILIATES, PARTNERS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT: (I) THE Workadi SERVICES OR THIRD-PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE Workadi SERVICES OR THIRD-PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE OR ERROR-FREE; (III) THE Workadi SERVICES WILL BE COMPATIBLE OR INTEROPERABLE WITH ANY COMPUTER, MOBILE DEVICE, OPERATING SYSTEM, INTERNET BROWSER SOFTWARE, OR ANY OTHER PIECE OF HARDWARE, SOFTWARE, EQUIPMENT OR DEVICE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE Workadi SERVICES WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (V) ANY ERRORS IN THE Workadi SERVICES OR THIRD-PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CERULEAN OR FROM THE Workadi SERVICES WILL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY. CERULEAN HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE Workadi SERVICES.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CERULEAN OR ITS AFFILIATES, PARTNERS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE Workadi SERVICES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

12. Software Suggestions

Cerulean welcomes suggestions for enhancing the Workadi Services and any accompanying documentation that may result in computer programs, reports, presentations, documents, ideas or inventions relating or useful to Cerulean's business. All title, ownership rights, and intellectual property rights concerning such suggestions will become the exclusive property of Cerulean and may be used for its business purposes in its sole discretion without any payment or accounting to you.

13. Miscellaneous

This Authorized User Agreement constitutes the entire agreement between the parties concerning the Workadi Services, and may be amended only by a writing signed by both parties.

This Authorized User Agreement shall be governed by the laws of the State of New York, excluding its conflict of law provisions. All disputes relating to this Authorized User Agreement are subject to the exclusive jurisdiction of the courts of New York and you expressly consent to the exercise of personal jurisdiction in the courts of New York in connection with any such dispute. Each party waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Authorized User Agreement. This Authorized User Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

If any provision in this Authorized User Agreement should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Authorized User Agreement if no such modification is possible, and other provisions of this Authorized User Agreement shall remain in full force and effect.

A waiver by either party of any term or condition of this Authorized User Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.

Nothing contained in this Authorized User Agreement is intended or shall be construed to confer upon any person or entity (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person or entity.