Last Updated: October 24^th, 2019 with additions for orders, subscriptions, and support

This Workadi Customer Agreement (the "Agreement") is a legal agreement between Customer (as defined below) and Cerulean Studios, LLC, a Delaware limited liability company ("Cerulean"). If (i) Customer is a "covered entity" or a "business associate" and includes "protected health information" as those terms are defined in 45 CFR § 160.103 in Customer Data (as defined below), and (ii) Customer has purchased a paid subscription to the Enterprise version of the Business Workadi Services (as defined below) and remains continuously on a paid subscription to the same, then Customer's acceptance of this Agreement includes acceptance of the HIPAA Business Associate Agreement ("BAA"), the full text of which is available at https://workadi.com/legal/hipaa-business-associate-agreement/. Please read this Agreement carefully before accessing or using the Workadi Services (as defined below) or making the Workadi Services available to Authorized Users (as defined below).

	Unless you meet the eligibility requirements above, you acknowledge that Cerulean is not a "business associate" of yours and that you must not disclose, transmit, or otherwise process any "protected health information" as those terms are defined in 45 CFR § 160.103 via or through the Workadi Services.

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

Table of Contents

1. Workadi Services
2. Customer and Authorized Users
3. Customer Obligations
4. Orders and Subscriptions
5. Prohibited Conduct
6. Intellectual Property Rights
7. Collection, Storage, and Use of Information
8. Third-Party Content and Services
9. Support and Software Updates
10. Term and Termination
11. Disclaimer of Warranty
12. Limitation of Liability
13. Indemnification and Third-Party Claims
14. Export Control
15. Software Suggestions
16. Assignment
17. Miscellaneous

1. Workadi Services

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

The capitalized term "Business Workadi Services" means the paid versions of the Workadi Services designed for use by organizations, not individuals, and that are sometimes referred to as Workadi for Business and Workadi for Enterprise. You can confirm your current plan via the admin dashboard within the Workadi Services. For clarity, a customer of the Business Workadi Services is one that signs into the Workadi Services using a (company-owned) email address instead of a self-assigned username (e.g., [email protected] instead of tricia42).

2. Customer and Authorized Users

If you are signing up for the Business Workadi Services, "Customer" and "you" refer to the business entity or organization on whose behalf the Agreement is being entered into, and you represent that you have the necessary authority to enter into this Agreement on behalf of the same. Otherwise, you are entering into this Agreement on your own behalf, and "Customer" and "you" refer to you as an individual.

In some cases, you may authorize third parties to be your "Authorized Users" who can access and use the Workadi Services in accordance with the Authorized User Agreement. The Authorized User Agreement, the full text of which is available at https://workadi.com/legal/authorized-user-agreement/, is incorporated into this Agreement for the purposes set forth below. In addition, if you sign up to use the Workadi Services, then you are also an Authorized User and agree to be bound by the Authorized User Agreement in addition to the other terms of this Agreement.

3. Customer Obligations

In consideration of Authorized Users' access to and use of the Workadi Services, you represent that all of your Authorized Users 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.

4. Orders and Subscriptions

"Order" means any document agreed to between you and Cerulean which sets forth the version of the Workadi Services licensed by you and any additional terms and conditions (including relevant pricing and restrictions, if any), including (i) any Cerulean quote which you and Cerulean agree to make a part of this Agreement, (ii) any purchase order accepted by Cerulean, and (iii) any invoice issued by Cerulean and accepted by you. An Order may be amended only by a writing signed by authorized representatives of both you and Cerulean. Multiple Orders may be agreed to under this Agreement.

The Workadi Services are licensed on a subscription basis. Subscriptions will be for the term agreed to in an applicable Order. Subscriptions will automatically renew for successive one-year terms unless you provide written notice of non-renewal to Cerulean at least thirty (30) days prior to the end of the then-current term of the applicable subscription.

You agree to pay Cerulean the fees specified on the Cerulean Pricing page located at https://workadi.com/pricing/ for the version of the Workadi Services you are accessing. All fees under this Agreement will be paid in USD. You acknowledge that Cerulean may raise or lower the prices for the Workadi Services from time to time. Any raise in prices will be preceded by at least a thirty (30) day notice to you.

Without limiting Cerulean's other rights under this Agreement, if you do not pay any fees by their due date, then Cerulean may suspend all or part of the Workadi Services until payment has been made in full.

The Workadi Services are licensed, not sold, to you by Cerulean for use strictly in accordance with the terms and conditions of this Agreement. Ownership of the Workadi Services will at all times remain with Cerulean. Copies of the Workadi Services are provided to you only to allow you and your Authorized Users to exercise your rights under this Agreement. Subject to the terms and conditions set out in this Agreement and solely with respect to the Workadi Services, Cerulean grants you a personal, limited, non-exclusive, non-transferable, non-sublicensable, and revocable right to allow your Authorized Users to access and use the Workadi Services in accordance with this Agreement.

5. Prohibited Conduct

You agree to use the Workadi Services strictly in accordance with this 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 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 Agreement; (viii) permit Authorized Users to take any action in violation of the Authorized User Agreement; (ix) 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 (x) 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 Agreement.

6. Intellectual Property Rights

The Workadi Services and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and will 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 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 Agreement 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 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 or any Authorized User's possession or use of the Workadi Services infringes any third party's intellectual property rights, you (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, and will cause Authorized Users to, 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 and will use commercially reasonable efforts to notify you in writing of any such changes to the Cerulean Privacy Policy at an email address you provide to us. 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 your acceptance of any such changes.

The data and information that you and your Authorized Users submit to Cerulean using the Workadi Services ("Customer Data") is your property. You authorize Cerulean to access, store, use, and disclose the Customer Data to provide the Workadi Services and as otherwise set forth in the Cerulean Privacy Policy or required by applicable laws and regulations. You are solely responsible for obtaining all consents, licenses, and approvals required for the provision, access, storage, use, or disclosure of the Customer Data as contemplated by this Agreement.

Cerulean may gather data regarding your and Authorized Users' access to and use of the Workadi Services in a form that does not identify you or Authorized Users 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 Authorized User access to 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, Authorized User 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 or any Authorized User arising out of or in connection with access to and use of the Third-Party Content and Services by you or Authorized Users. 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, Authorized Users 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 or any Authorized User for information, material or subject matter that is found to be offensive, indecent, or objectionable.

9. Support and Software Updates

Subject to your compliance with the terms and conditions of this Agreement, Cerulean will provide technical support to you for the Workadi Services you have purchased as specified in Cerulean's support terms and conditions, the full text of which is available at https://workadi.com/legal/support/. Cerulean may, in its sole discretion, offer 24/7 Premium Support to you. Cerulean is under no obligation to offer or provide 24/7 Premium Support unless a quote has been duly issued by Cerulean and accepted by you for such 24/7 Premium Support or an Order for such 24/7 Premium Support has been signed by both you and Cerulean and any applicable fees have been paid.

Cerulean may, in its sole discretion, provide periodic software updates to you during the term of this Agreement. Software updates may include major and minor feature additions, enhancements to existing features, and fixes and improvements. Cerulean will have no obligation to provide software updates, and you will no longer be eligible for software updates after the Agreement expires or is terminated.

10. Term and Termination

A free subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. This Agreement remains in effect until all subscriptions ordered under the Agreement have expired or been terminated or the Agreement itself terminates. Termination of the Agreement will terminate all subscriptions.

All paid subscriptions automatically renew for additional periods equal to one (1) year or the preceding term, whichever is shorter. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a paid subscription term to stop paid subscriptions from automatically renewing.

This Agreement will terminate automatically if you or any of your Authorized Users breach any of your obligations under this Agreement or any other agreement between you and Cerulean, or if any Authorized Users breach the Authorized User Agreement (collectively, a "Breach"). Without limiting other remedies, Cerulean may limit, suspend, or terminate this Agreement and all use of the Workadi Services by you and your Authorized Users and prohibit access to the Workadi Services, with immediate effect, automatically and without recourse to the courts, if Cerulean believes that a Breach has occurred or that you or your Authorized Users are creating problems, legal liabilities (actual or potential), infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons. Cerulean will effect such termination by providing notice to you at the email address you have provided, and/or by deactivating Authorized Users' accounts.

You may terminate this Agreement at any time by notifying Cerulean and immediately discontinuing all use of the Workadi Services and causing your Authorized Users to immediately discontinue all use of the Workadi Services. Cerulean may terminate this Agreement at any time by giving you 30 days prior written notice and will effect such termination by providing notice to you at the email address you have provided, and/or by deactivating Authorized Users' accounts. Cerulean also reserves the right without any notice to you or any Authorized User to deactivate accounts that have been inactive (including, without limitation, not signing into the Workadi Services) for more than 180 days.

The Workadi Services provide you with the capability to obtain a copy of or delete your Customer Data. Accordingly, following the termination of this Agreement, Cerulean will have no obligation to maintain or provide any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.

All provisions of this Agreement which by their express language or by their context are intended to survive the termination of this Agreement will survive such termination.

11. 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 OR ANY AUTHORIZED USER FROM CERULEAN OR FROM THE Workadi SERVICES WILL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY. EXCEPT FOR THE SUPPORT SERVICES UNDER THE ORDER, CERULEAN HAS NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE Workadi SERVICES.

IN THE EVENT OF ANY FAILURE OF THE Workadi SERVICES TO CONFORM TO ANY APPLICABLE WARRANTY, YOU MAY NOTIFY CERULEAN, AND CERULEAN WILL, AS YOUR SOLE AND EXCLUSIVE REMEDY, REFUND TO YOU AN EQUITABLE PORTION OF THE PURCHASE PRICE PAID, IF ANY, FOR THE NONCONFORMING Workadi SERVICES. CERULEAN WILL HAVE NO OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE Workadi SERVICES, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO ANY WARRANTY WILL BE YOUR SOLE RESPONSIBILITY.

12. 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 FOR ANY 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. IN ANY CASE, CERULEAN'S COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL NOT EXCEED IN THE AGGREGATE THE SUM OF THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE Workadi SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13. Indemnification and Third-Party Claims

You will indemnify, defend and hold harmless Cerulean and its affiliates, partners, suppliers and licensors, and each of their respective officers, directors, agents and employees (the "Indemnified Parties") from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, reasonable fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) your breach of this Agreement; (ii) your violation of law; (iii) your negligence or willful misconduct; or (iv) your violation of the rights of a third party, including the infringement by you of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any termination of this Agreement.

You, and not Cerulean, are responsible for addressing any third-party claims relating to or resulting from your use or possession of the Workadi Services, and agree to notify Cerulean of any third-party claims relating to the Workadi Services of which you become aware. Furthermore, you hereby release Cerulean from any liability related to or resulting from your use or possession of the Workadi Services.

14. Export Control

The Workadi Services may contain encryption and are subject to United States export control laws and regulations and may be subject to export or import regulations in other countries, including controls on encryption products. You agree that you will not export, re-export or transfer the Workadi Services in violation of any applicable laws or regulations of the United States or the country where you legally obtained it. You are responsible for obtaining any licenses to export, re-export, transfer or import the Workadi Services.

In addition to the above, the Workadi Services may not be used by, or exported or re-exported to: (i) any U.S. or EU sanctioned or embargoed country, or to nationals or residents of such countries; or (ii) any person located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; or (iii) any person listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person's List or Entity List, as published and revised from time to time; or (iv) any party engaged in nuclear, chemical/biological weapons or missile proliferation activities, unless authorized by U.S. and local (as required) law or regulations. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

15. 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.

16. Assignment

You may not assign, sublicense or transfer the Workadi Services, this Agreement or any of the rights granted hereunder, except as expressly set forth in this Agreement. Any attempted assignment, sublicense, or transfer in contravention of this Section 15 will be null and void and of no force or effect. Cerulean may provide the Workadi Services through one or more subsidiaries, affiliates, or third parties.

17. Miscellaneous

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

This Agreement will be governed by the laws of the State of New York, excluding its conflict of law provisions. All disputes relating to this 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 the Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

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

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

Nothing contained in this Agreement is intended or will be construed to confer upon any person (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.

The Workadi Services are a commercial item as defined in FAR 2.101(a) and developed solely at private expense. As such, the Workadi Services are provided with only such rights as are provided in this Agreement.