Effective date: April 25, 2019

Infoworks.io, Inc., together with its subsidiaries and affiliates, (“Infoworks”) urges you to carefully review these Terms of Use (“Terms”) as they contain the legal terms and conditions that govern your use of and access to our websites or other online services (our “Sites”) through which we interact with you and offer and provide our products and services.

1. ACCEPTANCE AND MODIFICATION OF TERMS. By accessing any of our Sites, you are accepting and agreeing to these Terms and our Privacy Policy, which is incorporated herein by reference, on behalf of yourself and any entity that you represent. By using our Sites, you agree that you are of legal age to enter into these Terms.

We reserve the right to modify or amend these Terms from time to time without notice by posting a revised version on our Sites. Your continued access or use of our Sites following the posting of changes to these Terms will mean that you accept those changes to our Terms as binding and enforceable obligations on you. You may also be asked to re-acknowledge or re-accept these Terms following any material changes. If at any time the Terms are not acceptable to you, your only recourse is to cease using our Sites. For certain of our products and services, which may be provided in whole or in part through our Sites, you will also be required to execute additional agreements that will have their own terms and conditions which specifically apply to those products or services.

2. INTENDED USE OF AND ACCESS TO OUR SITES. Infoworks welcomes all individuals to our Sites for the purposes informing you about our products and services, and to connect with us for other legitimate business or commercial purposes. Certain features of our products and services, our Sites, or the Content (defined below) may have age or geographic restrictions or otherwise be limited by applicable laws. Infoworks endeavors to clearly inform you by marking our products and services and our Sites if any such restrictions apply.

Infoworks grants you a limited, revocable, non-exclusive, non-transferable license to access and make use of the Sites, our products and services, or the Content. This license does not include any resale or commercial use of the Sites, our products and services, or the Content; any collection and use of any product or service listings, descriptions, or prices; any derivative use of the Sites, our products and services, or the Content Website; any downloading or copying of account information for the benefit of a third party; or any use of data mining, gathering or extraction tools. The Sites may not, in whole or in part, be reproduced, sold, sublicensed, or otherwise exploited for any commercial purpose without the express written consent of Infoworks. Any unauthorized use of our Sites, our products and services, or the Content automatically terminates the permissions and/or licenses granted to you by Infoworks.

We are constantly improving our products and services and our Sites. As such, you may be required to accept updates from Infoworks or from authorized third parties in order to continue accessing and using the Sites, our products and services, or the Content you have installed on your devices or your systems. You acknowledge and agree that Infoworks may update the Sites, our products and services, or the Content with or without prior notification to you.

3. CONTENT ON OUR SITES. All of the content featured or displayed on our Sites, in our products and services, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations (“Content”), is owned by Infoworks, our affiliates, licensors, vendors, agents and/or our Content providers. We may place specific limited uses, such as the number of times you may download the Content, how you may use or reproduce the Content, how many or the types of devices and systems you may use to access the Content, or additional terms of use applicable to specific Content.

All elements of our Sites and our products and services, including without limitation the general design and the Content, are protected by copyright, trademark, trade dress, moral rights, and other laws of the United States and foreign jurisdictions relating to intellectual property rights. You may not use the Content in any way not expressly permitted by these Terms and if you do, your right to use the Content will automatically terminate. Unless expressly stated otherwise, you may not reproduce, modify, disseminate, or otherwise exploit our Content in any way or in any form without the prior express written permission of Infoworks. You agree that you will not may not use any meta tags or any other “hidden text” utilizing our name, slogans, product or service names, or trademarks without our express written consent.  You agree that you will not remove any copyright, trademark or other proprietary notices from material found on the Sites, our products and services, or the Content.

4. INAPPROPRIATE USE OR INTERFERENCE. You are prohibited from posting or sending any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. In addition to any remedies that Infoworks may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions or the these Terms, we may take any action we deem necessary to cure or prevent the violation, including without limitation, banning you from leaving comments or participating in our forums and communities and/or the immediate removal of the related materials from the Sites at any time and without notice. Infoworks will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.

You agree that you will not use any robot, spider, scraper or other automated means to access the Sites for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes or may impose, as determined in our sole discretion, an unreasonable or disproportionately large load on our infrastructure; (ii) interferes or attempt to interfere with the proper working of our Sites or our products and services, or other Infoworks activities supported through our Sites; or (iii) bypasses any measures we may use to prevent or restrict access to the Sites, our products and services, or the Content.

5. TRADEMARKS AND ENDORSEMENTS. All trademarks, service marks and trade names used by Infoworks, including but not limited to the Infoworks name, product or services names, or any logos, (“Marks”) are owned by Infoworks or our affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify our Marks in any way, including in advertising or publicity, without our prior written consent. You may not use any Marks in any way, as determined solely in Infoworks’ reasonable judgment, that might imply our endorsement, recommendation or other affiliation with you, without our express prior written consent.

6. COPYRIGHTS. Infoworks respects the copyright and intellectual property ownership rights of others. The Digital Millennium Copyright Act of 1998 (“DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any material used or displayed on or through our Sites infringes your copyright, you may send us a notice to our Copyright Agent requesting that the material be removed or access to it blocked.

For the notice to be effective, it must be in writing and must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on our Sites; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, and your content has been removed or access to content has been blocked, the DMCA permits you to send us a counter-notice. For the counter-notice to be effective, it must be in writing and must include the following information: (a) physical or electronic signature of the user or a person authorized to act on behalf of the user; (b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (c) a statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (d) the user’s name, address, and telephone number; and (e) statement that the user consents to the jurisdiction of the County of Santa Clara, State of California and that the user will accept service of process from the person who submitted the Notification of Claimed Infringement or an agent of such person.

Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov for details. DMCA notices and counter-notices regarding our Sites and Apps should be sent to: dmca@infoworks.io or Infoworks.io, Inc., Attn: Privacy Contact, 490 S California Ave, Suite 200, 195 Palo Alto, California 94306, United States.

7. ACCOUNT REGISTRATIONS. Infoworks may require you to create an account in order to access certain parts of our Sites, to interact with us, or to enjoy the use of our products and services. You agree that for any account with us, you will: (a) provide true, accurate, current and complete information about yourself and your business as prompted by our registration processes (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Infoworks has the right to suspend or terminate your account and refuse any and all current or future use of the Sites or our products or Services.  Infoworks is not responsible for the security and confidentiality of your password and account access information, and you are responsible for safeguarding your account access information and for any and all activities that occur under your account.  You agree that you will not share your account information, including your user name and password, with any third party or permit any third party to logon to the Website using your account information.  You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You are responsible for taking precautions and providing security measures best suited for your situation and intended use of the Website. We have the right to provide user billing, account, Content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide your personally identifiable information will be able to access your account so you should take reasonable steps to protect this information.

8. USER CONTENT AND FEEDBACK SUBMISSIONS. Infoworks may include features on our Sites that allow you to share your communications or content (“User Content”) with us or with others on our Sites. You agree you will not send, upload or transmit any User Content of any type that infringes or violates any rights of any individual or violates these Terms. User Content, whether publicly posted or privately transmitted, is the intellectual property of the individual who submitted it.

Infoworks may also request or receive ideas, suggestions, documents, and/or proposals from you to us through our suggestion, feedback, wiki, forum or similar pages (“Feedback”). You agree that you provide any Feedback at your own risk. Infoworks has no obligations, including without limitation obligations of confidentiality, compensation, with respect to such Feedback, and we may use them, or not use them, in our sole discretion and for any purpose whatsoever. You represent and warrant that you have all rights necessary to submit the Feedback to Infoworks.

You further agree that such User Content and Feedback will not be considered or treated as confidential and may be seen, read, used or re-transmitted by Infoworks or other users of our Sites. You explicitly represent and warrant that you are the owner of such User Content or Feedback, and have all rights and licenses necessary regarding such User Content and Feedback and hereby grant Infoworks a royalty-free, perpetual, irrevocable, unrestricted world-wide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, adapt, transform, distribute, transmit, broadcast, perform and display such User Content and Feedback in any media or medium, or any form, format, or forum now known or hereafter developed. Infoworks may sublicense its rights to any User Content and Feedback through multiple tiers of sublicenses and you irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials for such User Content and Feedback.

9. LINKING, THIRD PARTY LINKS. Our Sites may contain links to other sites that are not owned, operated, or controlled by Infoworks or its affiliates. Infoworks provides these links as a convenience for you and does not recommend, monitor, control or endorse any third party advertising or content. If you use these links you will leave our Sites and Infoworks is not responsible for their content and does not control third party terms of use or privacy policies or how any third party may treat your information. Your use of third party sites is at your own risk. Please be mindful of this as you link to other sites.
Other websites may link to our Sites, with or without our authorization, and we reserve the right to block or disable any links to or from our Sites at any time and for any reason.

10. REPRESENTATIONS AND WARRANTIES.  You represent that you are over the age of 18, have the right and authority to agree to and enter into these Terms, are fully able and competent to satisfy the terms, conditions, and obligations herein, and your use of the Sites is and will be in compliance with all applicable laws.  You have read, understood, agree with, and will abide by the terms of this agreement.

11. DISCLAIMERS. YOUR USE OF THE SITES AND THE PRODUCTS AND SERVICES ARE AT YOUR RISK. THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES PROVIDED ON OR THROUGH THE SITES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER INFOWORKS, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS, PRODUCTS, OR SERVICES PROVIDED ON OR THROUGH THE SITES. THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES PROVIDED ON OR THROUGH THE SITES MAY BE OUT OF DATE, AND NEITHER INFOWORKS, NOR ANY OF ITS AFFILIATES, MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO MAINTAIN, UPDATE OR VERIFY SUCH INFORMATION, MATERIALS, PRODUCTS, OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM INFOWORKS OR THROUGH THE SITES, PRODUCTS, OR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

12. LIMITATIONS OF LIABILITY. INFOWORKS DOES NOT ASSUME ANY RESPONSIBILITY, OR WILL BE LIABLE, FOR ANY DAMAGES TO, OR ANY VIRUSES THAT MAY INFECT YOUR DEVICES, SYSTEMS, SOFTWARE, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING OUR SITES OR USING OUR PRODUCTS OR SERVICES, OR YOUR DOWNLOADING OF ANY INFORMATION OR MATERIALS FROM OUR SITES. IN NO EVENT WILL INFOWORKS, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SITES, PRODUCTS OR SERVICES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITES, OR THE MATERIALS, INFORMATION, PRODUCTS, OR SERVICES CONTAINED ON ANY OR ALL OF THE SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. IN THE EVENT OF ANY PROBLEM WITH OUR SITES OR ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES CONTAINED ON ANY OR ALL OF OUR SITES, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SITES, PRODUCTS, AND SERVICES. IN NO EVENT SHALL INFOWORKS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) TWENTY FIVE DOLLARS (US $25.00) OR (B) THE VALUE OF THE PRODUCTS OR SERVICES PURCHASED OR SUBSCRIBED TO BY YOU ON OUR SITES.

Some jurisdictions do not allow the disclaimer of certain types of damages or liability in whole or in part with respect to consumer agreements and although the exclusions, limitations and disclaimers in these Terms shall always be construed to take full advantage of their meaning to the extent permitted by law. You should consult your own legal advisor should you wish to determine the laws and regulations that apply to you.

13. INDEMNITY. You agree to defend, indemnify and hold Infoworks and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Sites, products or services or the internet or your placement or transmission of any message or information on our Sites by you or your authorized users; (ii) your violation of any of these Terms, including without limitation, your breach of any of the representations and warranties herein; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any User Content or Feedback that you provide to Infoworks; or (vi) any other party’s access and use of our Sites, products, or services, with your unique username, password or other appropriate security account access information.

14. RELEASE. In the event that you have a dispute with one or more other users of our Sites, products or services, you release Infoworks from any claims, demands and damages, both actual and consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

15. TERMINATION. Infoworks may suspend or terminate your account or your use of our Sites or access to our products and services, at any time, for any reason or for no reason. We may also block your access to our Sites, and/or our products and services in the event that (a) you breach these Terms; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or Infoworks.

16. FORCE MAJEURE. Infoworks is not responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond our reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

17. PRIVACY. Privacy and data security are important to Infoworks. As part of our commitment to your privacy, our Sites are directed to individuals who are permitted by applicable laws to share their information without the consent of a parent or legal guardian. We do not knowingly collect information from minors and will take reasonable efforts to not retain such information and to remove it from our Sites. Information regarding our data collection and use practices, including data collection and use of personally identifiable information, can be found in our Privacy Policy.

18. LOCATIONS. Infoworks is headquartered in Palo Alto, California, in the United States of America and our Sites, products and services are controlled and operated from this location, but may be accessible from locations outside of the United States. Infoworks makes no claims that our Sites, products and services, are appropriate or that it is legal for such to be transmitted, accessed, or used outside of the United States by certain persons. If you access our Sites, products and services from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. If you are located in the European Union, Canada, or elsewhere outside of the United States, please be aware that information we collect may be transferred to and processed in the United States or other territories in which the privacy laws may not be equivalent to or as comprehensive as those in the country where you reside and/or are a citizen. We encourage you to refer to our Privacy Policy for more information.

19. DISPUTES AND RESOLUTION RIGHTS. We endeavor to work with you in the event a controversy or claim (“Dispute”) arises out of your use of our Sites, products or services. You agree to first try to resolve any Dispute informally by contacting us at privacynotices@infoworks.io. Within 30 days of written notice of a Dispute, both parties will identify at least a director-level person to conduct discussions. If a Dispute is not resolved within 30 days of director-level discussions ensuing, and the Parties do not agree to extend time in writing, either party may pursue litigation in the courts of Santa Clara County, California (or the U.S. federal courts having jurisdiction over Santa Clara County) and you agree to jurisdiction and venue therein.

The parties agree, except where otherwise required by law or judicial decision, that: (a) each will maintain the confidentiality of any Dispute, whether informal or formal; (b) each will be entitled to seek equitable relief (unless otherwise precluded by these Terms) in the state and federal courts of Santa Clara County, California; (c) any dispute over the enforceability or validity of these Terms will be resolved in the state and federal courts of Santa Clara County, California; and (d) notwithstanding the foregoing, Infoworks is entitled to seek injunctive relief in any jurisdiction if you violate these Terms by (i) unauthorized access to or use of our Sites, products or services or (ii) breach of your confidentiality requirements to us.

You agree that any claim or Dispute you may have arising out of or related to your relationship with Infoworks, the Sites, our products and services, or these Terms must be filed within one year after such claim arose, otherwise, your claim is permanently barred.

20. CONTROLLING LAW AND JURISDICTION. These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions. You expressly agree and personally submit to the exclusive jurisdiction of the state and federal courts of Santa Clara County, State of California, to adjudicate and resolve any dispute with Infoworks, its affiliates, subsidiaries, employees, contractors, officers, directors, telecommunication providers and Content providers or in any other way relating to the Sites or our products and services, including actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights, Content, or User Content. YOU HEREBY IRREVOCABLY WAIVE YOUR RIGHT TO A JURY TRIAL OR TO CLAIM THAT THE STATE OF CALIFORNIA AND THE COURTS OF SANTA CLARA COUNTY IS AN INCONVENIENT FORUM TO HEAR CLAIMS AND DISPUTES.

21. ENTIRE AGREEMENT AND ASSIGNMENT. These Terms, including our Privacy Policy, constitute the entire agreement between you and Infoworks regarding our Sites and supersedes any and all other terms, representations, promises or discussions. Only Infoworks has the authority to agree to amendments to these Terms, and for any amendment to be binding on us, such amendment must be in writing and executed by Infoworks.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Infoworks may assign or transfer these Terms, at its sole discretion and without restriction.

22. ENFORCEMENT AND SEVERABILITY. The failure of Infoworks to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized Infoworks representative. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

Questions or comments regarding our Sites, including reports of non-functioning links, or our products and services should be submitted to: info@infoworks.io.