Subject to the restrictions on use set forth in the Terms, you may use EVA and the Services to:
You may not use this Site or access the Services if you are under eighteen (18) years of age. By accessing the Services, you represent and warrant that you have the right, authority and capacity to enter into the Terms and to abide by all of the terms and conditions set forth in the Terms. If you elect to use Services in connection with your employment or your work for a third party, you also represent and warrant that you have all right, authority, permission and third party approvals necessary to allow the Services to record and process your business meeting information to the extent such information is proprietary to such employer or third party.
You are solely responsible and liable for any bandwidth issues or hardware incompatibility that result from your access and use of the Services via your computer or mobile device. You acknowledge that third party terms and fees may apply to the use and operation of your mobile devices in connection with your access and use of the Services, such as your carrier’s terms of service, and fees for phone service, data access, or messaging capabilities, and that you are solely responsible for payment of any and all such fees.
You agree to comply, and you will require your meeting guests to comply, with all applicable laws regarding the privacy of communications occurring during your meetings including informing the participants in your meetings that the meeting discussion is being recorded by EVA (subject to your and your guests’ commands).
You and your meeting guests are solely responsible for any meeting discussion that becomes part of the Meeting Record, including with respect to any unintelligible meeting discussion that Workfit attempts to clarify and make intelligible. You and your meeting guests are solely responsible for your commands to EVA regarding which portions of your meeting discussion that EVA records or does not record. You and your meeting guests may not use the Services to record and process meeting discussion that:
Workfit reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates these rules, including without limitation, deleting the offending meeting information and terminating the Workfit accounts of violators or blocking one’s access and use of the Services. Workfit does not control the meeting discussion, and does not guarantee the accuracy, integrity or quality of the Meeting Record, including with respect to unintelligible portions of a Meeting Record that Workfit endeavors to clarify and make intelligible. Under no circumstances will Workfit be liable in any way whatsoever for the Meeting Record or any other meeting information. If there should arise a dispute between you and any other user of the Services, Workfit is under no obligation to become involved but reserves the right to monitor any such disputes at its sole discretion.
By accessing and using the Services, you and your meeting guests acknowledge and agree that:
Unless otherwise expressly authorized by Workfit, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purposes, any portion of the Services, use of the Services or access to the Services.
At the conclusion of any applicable free trial period for the Services, you will be required to select a payment plan and provide us with your credit card and associated personal information, and you agree to keep this billing information up-to-date in your Workfit services account. You hereby authorize Workfit to bill your credit card in advance on a periodic basis as required under your payment plan until you terminate your Workfit services account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Workfit know within fifteen (15) days after the date that Workfit’s fee is billed to your credit card. We reserve the right to change Workfit’s payment plans and fees and in such event will notify you of such plan and/or fee change on the Site and/or in an email sent to you (at the last email address we have for you in Workfit’s records) at least 30 days before the change is to take effect. Your continued use of the Services after the fee change becomes effective constitutes your agreement to pay the changed fee. You will be responsible for all taxes associated with the Services other than U.S. taxes based on Workfit’s income.
Until your Workfit services account is terminated, your Services subscription will automatically renew and your payment will be deducted in advance of the period set under your payment plan. If you terminate your account in accordance with these TOU before Workfit processes your payment for a given payment cycle, then you will not be charged for the next payment. Workfit does not offer refunds or credits for partial periods of service or unused periods.
Workfit’s Intellectual Property. The software, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, names, logos and all other elements of EVA and the Services (collectively, the “Workfit Materials”) are protected by copyright, trade dress, patent, trade secret and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Workfit Materials, including intellectual property rights therein, are the property of Workfit and/or third-party licensors. Workfit reserves to itself all rights not expressly granted in these TOU. You shall not acquire any right, title or interest to the Workfit Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in these TOU. Accordingly, you agree not to copy, modify, create a derivative work of, disassemble, decompile or otherwise reverse engineer any components of EVA or the Services or any other Workfit products or services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition. All goodwill generated from the use of Workfit Materials will insure to Workfit’s exclusive benefit. Workfit reserves to itself all rights in EVA and the Services not expressly granted to you in these TOU.
To capture a Meeting Record and generate a Word Cloud Summary and Voice Notes, our Services use proprietary software, algorithms and an artificial intelligence engine to process the meeting information you and your meeting guests make accessible to EVA. Accordingly, you grant Workfit a royalty-free, non-exclusive, irrevocable (for so long as your Workfit account remains in good standing), worldwide, sublicensable license and right to: (1) record, store, use, display, modify, index, publish, perform, create derivative works from, incorporate into other works, and transmit the meeting discussion in whole or in part between you and your meeting guests other than those portions of such discussion that you or your guests command EVA not to record; (2) analyze and process the Meeting Record in an attempt to clarify or correct any Voice Note that is difficult to transcribe; (3) process the Meeting Record to generate a Word Cloud Summary and Voice Notes; (4) store, retain, make accessible, transmit and transfer the meeting information and your and your meeting guests’ information among the meeting participants and such third parties as are set forth in the Terms; (5) apply Workfit’s algorithms and artificial intelligence to your meeting information to map your and your guests’ speech patterns and vocabulary and generate deep learnings related to processing meeting information; and (6) sublicense these rights to third parties with which Workfit has contractual service provider relationships for the purpose of providing the Services. Other than the licenses you grant Workfit above, we acknowledge and agree that Workfit obtains no right, title or interest from you (or your meeting guests) to any of your meeting information.
Conditioned upon your compliance with the terms and conditions of these TOU, Workfit hereby grants to you a limited, revocable, non-exclusive, personal, non-sublicensable, non-transferable license to access and use the Services for your personal use on a device owned or controlled by you. Upon termination of your Workfit service account, all license and other rights granted to you in these TOU will immediately cease. Subject to these TOU, any applicable restrictions of your employer or other third party having any rights to the meeting information you have made accessible to EVA and the Services, and applicable law, you are authorized and entitled to share with your meeting guests the Meeting Record, Word Cloud Summary and Voice Notes generated by and delivered via the Services, at your discretion.
If you are a copyright owner who believes your copyrighted material has been reproduced, posted or distributed via the Services in a manner that constitutes copyright infringement, please inform our designated copyright agent by sending written notice by e-mail to: email@example.com. (You may also contact us by mail to Rizio, Inc., Attn.: Copyright Agent, 101 Jefferson Drive, Suite 241, Menlo Park, CA 94025.) Please include the following information in your written notice: (1) a detailed description of the copyrighted work that is allegedly infringed upon; (2) a description of the location of the allegedly infringing material in the Services, with enough detail to enable us to find it in the Services; (3) your contact information, including your name, address, telephone number, and, if available, e-mail address; (4) a statement by you indicating that you have a good-faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent or the law; (5) a statement by you, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner’s behalf; and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert infringement of copyright and to submit the statement. Any notice to Workfit claiming copyright infringement that does not comply with the requirements of this provision will not receive a response.
These TOU will remain in effect until terminated. These TOU, and your rights and licenses hereunder, will terminate immediately upon your breach of these TOU. You may terminate these TOU by discontinuing your use of EVA and the Services at any time. Workfit may terminate the Services and/or these TOU, or limit or terminate your access to the Services and block, remove or discard your meeting information at any time for any reason. The sections of these TOU entitled “Intellectual Property Rights; Licenses”, “Term and Termination”, “Warranty Disclaimer and Limitation of Liability”, “Liability Waiver”; “Indemnification and Release”, “Dispute Resolution” and “Miscellaneous” shall survive any termination of these TOU.
THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKFIT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, AND NONINFRINGEMENT. WORKFIT EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO (1) THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY MEETING INFORMATION OR FEATURES MADE AVAILABLE THROUGH THE SERVICES, (2) THE QUALITY OR CONSISTENCY OF THE SERVICES, (3) THE SERVICES BEING UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR (4) THE ACCURACY OR RELIABILITY OF THE MEETING RECORDS, WORD CLOUD SUMMARIES AND VOICE NOTES GENERATED THROUGH THE SERVICES.
UNDER NO CIRCUMSTANCES WILL WORKFIT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES (EVEN IF WORKFIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY) ARISING OUT OF OR IN CONNECTION WITH: (1) YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, EVA AND THE SERVICES AND ANY MEETING INFORMATION AVAILABLE THEREON; (2) AUTHORIZED OR UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR MEETING RECORDS, WORD CLOUD SUMMARIES AND VOICE NOTES; (3) STATEMENTS OR CONDUCT OF ANY THIRD PARTY (INCLUDING YOUR MEETING GUESTS) ON THE SERVICES; OR (4) ANY OTHER MATTER RELATING TO THE SERVICES. IN NO EVENT WILL WORKFIT’S TOTAL CUMULATIVE LIABILITY ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES, WHETHER IN CONTRACT OR TORT, EXCEED THE FEES YOU HAVE PAID TO WORKFIT IN THE LAST SIX (6) MONTHS, OR, IF GREATER ONE HUNDRED DOLLARS ($100.00). Some states do not allow the exclusion or limitation of incidental or consequential damages, so some of the above limitations or exclusions may not apply to you.
To the maximum extent permitted by law, you agree to release, defend, indemnify and hold Workfit and its affiliates, officers, directors, employees, agents, and licensors harmless from any and all claims, suits, losses, liability, costs or expenses (including, but not limited to reasonable attorney’s fees) arising from or incurred as a result of your access to and use of the Services and any meeting content, any breach by you of these TOU, or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS IN THE EVENT OF ANY DISPUTE BETWEEN YOU AND WORKFIT.
By using this Site and accessing or using the Services, you agree that the laws of the State of California excluding that state’s choice-of-law principles will govern these TOU, the breach thereof, and any dispute of any sort that might arise between you and WORKFIT, whether sounding in contract, tort or otherwise.
YOU ALSO AGREE THAT BY VISITING AND USING THIS SITE, YOU ARE BOUND TO THESE DISPUTE RESOLUTION TERMS AND YOU AND WORKFIT ARE BOTH WAIVING THE RIGHT TO TRIAL BY JURY. YOU AND WORKFIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION; CLASS ACTIONS ARE NOT PERMITTED.
Any and all disputes between you and Workfit, whether arising under or related in any way to these TOU or your access and use of this Site, EVA and/or the Services or otherwise, must be resolved through binding arbitration as described in this Dispute Resolution provision. Workfit provides the Services to you on the condition that you accept binding arbitration and the dispute resolution provisions in this Dispute Resolution provision, so if you initiate any claim against Workfit in any other manner, you shall be in violation of these TOU and you agree that Workfit shall be entitled to have such action dismissed or otherwise terminated and you agree to reimburse Workfit for its reasonable costs incurred in defending against such improperly initiated claim.
To begin an arbitration proceeding against Workfit, you must send a letter requesting arbitration and describing your claim to our registered agent: GKL Corporate/Search, Inc., P.O. Box 1913, Sacramento, CA 95812. Any arbitration proceeding shall be administered by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) in accordance with its streamlined arbitration rules and procedures, including the optional arbitration appeal procedure (collectively, the “JAMS Rules”). A copy of the current versions of these JAMS Rules can be viewed at http://www.jamsadr.com/rules-streamlined-arbitration and http://www.jamsadr.com/rules-optional-appeal-procedure. The JAMS Rules shall govern the selection of a single, neutral, commercial arbitrator, except that such arbitrator must have substantial experience in resolving intellectual property and commercial contract disputes and either be licensed to practice law in California or be a retired judge, either of whom shall be selected from the appropriate list of JAMS arbitrators. Any appellate panel shall consist of three (3) neutral arbitrators, who shall each be subject to the foregoing requirements. The arbitrator’s decision shall be controlled by and be based upon these TOU. Upon conclusion of any arbitration proceedings, the arbitrator shall render findings of fact and conclusions of law and a written opinion setting forth the basis and reasons for any decision he or she has reached and shall deliver such documents to each party to the arbitration along with a signed copy of the award. The arbitrator’s ruling is binding and may be entered as a judgment in any court having jurisdiction over the subject matter thereof or application may be made to such court solely for judicial acceptance of any award and an order of enforcement, as the case may be. All arbitration proceedings, including documents filed in the course of such proceedings, and the fact that the arbitration is being conducted, shall be and remain confidential.
For any claim where the total amount of the award sought is $10,000 or less, JAMS, you and Workfit must abide by the following rules: (a) the arbitration shall be conducted solely based on written submissions; and (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties. If the claim exceeds $10,000, the right to a hearing will be determined by the JAMS Rules, and the hearing (if any) must take place in Santa Clara County, CA or at another mutually agreed location. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. Workfit will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines your claims are frivolous. For claims totaling more than $10,000, Workfit will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous.
If for any reason a claim proceeds in court rather than in arbitration, you and Workfit both waive any right to a jury trial. In the event any of the terms of this Dispute Resolution provision are held to be unenforceable by a court, then the disputes or claims that would otherwise have been arbitrated shall be exclusively brought in the state courts located in Santa Clara county CA, or the U.S. District Court for the Northern District of California in San Jose, CA, and you and Workfit both waive any claim of forum non-conveniens. You and Workfit also agree that you or Workfit may bring suit in court to enjoin infringement or other misuse of intellectual property rights, provided that such suit and claims may be brought only in the courts identified in the prior sentence.
YOU MUST COMMENCE A FORMAL ARBITRATION PROCEEDING PURSUANT TO THESE TOU WITHIN TWELVE (12) MONTHS AFTER THE DATE ANY SUCH CLAIM ARISES; FAILURE TO DO SO WITHIN THAT TWELVE-MONTH PERIOD SHALL BE DEEMED AN IRREVOCABLE WAIVER BY YOU OF ANY RIGHTS YOU MAY HAVE PURSUANT TO THESE TOU WITH RESPECT TO ANY CLAIM YOU MAY HAVE (AND ANY SUCH CLAIM SHALL BE PERMANENTLY BARRED). This provision barring claims older than twelve months shall be deemed to constitute a separate written legally binding agreement by and between you and Workfit.
Throughout the Site, we sometimes provide links to web sites maintained by third parties. Our linking to such third-party web sites does not imply an endorsement, guarantee, approval or sponsorship of such web sites, or the information, products or services offered on or through such web sites. Nor do we warrant that these web sites will not contain viruses or otherwise impact your computer or mobile device. In addition, we do not operate or control in any respect any information, products or services that third parties may provide on or through the web sites linked to by us on the Site. You should direct any concerns regarding any externally linked web site to its site administrator or webmaster.
When this Site charges you for our Services, pricing information will be posted as part of the ordering process. The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254. You may contact Workfit at firstname.lastname@example.org or at Rizio, Inc., Attn. Legal Officer, 101 Jefferson Drive, Suite 241, Menlo Park, CA 94025.
Please contact us by email to email@example.com or by mail to Rizio, Inc., Attn. Legal Officer, 101 Jefferson Drive, Suite 241, Menlo Park, CA 94025 with any questions regarding these TOU or the Services. Please report any violations of these TOU to firstname.lastname@example.org.
(1) These TOU and all the policies referenced herein constitute the entire agreement between Workfit and you concerning the subject matter hereof and thereof, and it may only be modified by a written amendment signed by an authorized officer of Workfit. (2) The section titles in these TOU are provided solely for convenience and have no legal or contractual significance. (3) These TOU shall be governed by and interpreted under the laws of the State of California regardless of your country of origin or where you access and use EVA or the Services, and without regard to its conflicts of laws provisions or the United Nations Convention for the International Sale of Goods. (4) The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches. (5) If for any reason a court of competent jurisdiction finds any provision of these TOU or portion thereof, to be unlawful, void or unenforceable, that provision of these TOU shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of these TOU shall continue in full force and effect. (6) You may not assign your rights under these TOU to any party without Workfit’s consent. (7) Workfit may assign its rights under these TOU, in whole or in part, at any time without notice to you.
Published on 4/28/2017.
© 2017 Rizio, Inc. All rights reserved.