Terms of Service

Workfolio offers you a wide variety of online products and services, including general and personalized content, communication tools and forums, and online and downloadable applications (the 'Service') on the following terms. Workfolio reserves the right to change this Agreement at any time upon notice to you as described below. Your continued use of the Workfolio Website after the effective date of such changes constitutes your acceptance of and Agreement to such changes.

You must be at least 18 years old and competent to enter into a contract to use the Service. Unless we expressly note otherwise, these terms incorporate and supersede any other terms associated with the files and applications available on the domain www.workfolio.com, its sub-domains, and any international counterparts and sub-domains, as well as affiliated domains and sub-domains operated by Workfolio, LLC ('Workfolio', 'we', or 'us').

Workfolio Terms of Service Agreement

Last updated on 10/8/2012

You (the "User"), by using, accessing, or attempting to interact with, Workfolio, or other Workfolio software, services, websites, or any of their licensees services or software (collectively "Services"), agree to be bound and abide by the terms and conditions of this Agreement with Workfolio, LLC

Overview

You agree that the Services, which include all software and documentation, both electronic and printed media, contain copyrighted material, trade secrets, patent pending material, and other proprietary intellectual property. The Services are the proprietary property of Workfolio, LLC They are protected by copyright, trade secret, and patent laws, and other proprietary rights and laws, and they may only be used or accessed as specifically provided for in this Agreement. You agree that you will only use the Services if you are a person over 18 years of age. You agree that you will not store, copy, modify, rent, lease, loan, sell, distribute, transfer, transmit, display, reverse engineer, reverse assemble, or otherwise attempt to discover any programming code or any source code used in or with the Services. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Services (which includes its software and documentation), create derivative works based on or in any manner commercially exploit the Services, in whole or in part. You agree that violations by you, any other person or entity, of these copyrights, trade secrets, patents, other intellectual property protections, or the terms of this Agreement will be prosecuted to the fullest extent of the law in the federal and state courts located in Michigan. The Services are offered on an "as is" basis and used by the User solely at his or her own risk. All user-specific information provided by user in connection with Services shall be used to provide services and features to the user and to maintain the associated websites.

Acceptable Use

Workfolio does not allow any of the following content, or links to such content, to be published on the Service:

  1. Content of a pornographic, sexually explicit, or violent nature.
  2. Content of an illegal nature (including stolen copyrighted material).
  3. Pirated software sites, including cracking programs or cracking program archives.
  4. Content with the sole purpose of causing harm or inciting hate, or content that could be reasonably considered as slanderous or libelous.

Users posting any of the above content on their sites will be notified using User's current email address on file, and given a 48 hour grace period to make any corrective actions. If no corrective actions are taken, Workfolio will suspend the services of the member account until a resolution is met between Workfolio, LLC and the User. A repeated violation of this Policy may cause cancellation of service without refund of any fees.

In addition, Workfolio does not allow any of the following:

  1. Users may not use the Service as a remote storage server only.
  2. Users may not access the Service through automated methods. Use of robots or other computer code which calls the Service, except where explicitly allowed, is absolutely forbidden.
  3. Users must exercise caution when hosting large downloads (>10MB). Workfolio reserves the right to refuse to host any large downloadable files.
  4. Users may not send unsolicited messages (also known as junk mail or SPAM) to promote any website published on the Service.

Users are not permitted to knowingly allow another website or hosting server to link to content files stored on Workfolio's servers. Users deemed to be using Workfolio solely as a remote storage server will have their account immediately terminated and will have all files associated with their account permanently removed.

The final choice of whether an account is in violation of any of these policies is at the sole discretion of Workfolio, LLC. Violation of any of these policies may result in tracking information being stored to identify the offending user, and permanent restriction from holding an account on the Service.

Username and Password

You shall not allow anyone else to use your user id/password to access the website. You shall notify Workfolio immediately of any unauthorized use of your user id/password. Workfolio shall not be responsible for any loss that results from the unauthorized use of your username/password, with or without your knowledge.

Fees

User can opt to upgrade or downgrade their service agreement to any other contract agreement that Workfolio is currently offering for sale at any time during User's contract term. In the event of a contract downgrade, the new price will be reflected at the next billing cycle. Downgrades are in no way transferable to a cash refund. At the end of the contract term, the contract will automatically renew indefinitely until explicitly cancelled by the User. Cancellation must be issued via the User's Account Manager interface or via Workfolio's support addresses. Any cancellation issued via the customer's Account Manager interface must be done at least one (1) day prior to the end of the contract term. Any cancellation not issued via the website Account interface must be done three (3) days prior to the end of the contract term to allow for adequate processing time.

Chargeback / Refund Policy

Workfolio will not, under any circumstances, issue cash refunds for early contract cancellation. All Workfolio accounts begin an obligation-free trial which will allow you to evaluate the service for 7 days. No credit card information is collected to initiate a trial account, and charges will only be applied after explicit account purchase via the account billing area. Please sign up for a monthly payment schedule if you are unsure of how long you will be using the service. If you have a question about charges made to your account, please contact us immediately. If the charges were made in error, we will immediately credit your account or credit card account for the appropriate amount. Workfolio, LLC has a zero tolerance policy for charge backs. Any customer who disputes a credit card payment that is found to be valid will be permanently blacklisted and barred from use of the Service. Any past due fees and costs will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.

Temporary Use License Granted

Only for the duration of being logged into the User's valid Workfolio account, the User is hereby granted a non-exclusive, non-transferable temporary license, subject to the terms and qualifications of this Agreement. A valid Workfolio account may only be created and maintained by a User who fully provides valid personal information about the User in the signup process. To maintain a valid account, the User must regularly update such information to assure its accuracy, and the User must always comply with the terms of this Agreement. The User is not granted a license or any other right to store any of the Services (including any portion of the software or documentation) on any computer or other device, or copy or otherwise use such information to create derivative works.

Material and Products

Workfolio, LLC and its Partners provide Services on an "as is" basis. Workfolio, LLC shall make no effort to validate any information provided by the User for use with Services for content, correctness or usability. Use of Workfolio, LLC services requires a certain level of knowledge in the use the Internet and World Wide Web. The User is required to have the necessary knowledge to use the Internet and the World Wide Web. It is not the responsibility of Workfolio, LLC to provide free support for the User in the use and operation of Workfolio, LLC. Only services and features clearly indicated as "free" or "no charge" are free or without charge. All other applications, features, functionality and support provided by Workfolio, LLC and its partners are provided for a fee and the User is liable for such fees. The User may not rent or lease or provide the Services (including any software or documentation used by or with the service) to third parties. The User may not decompile, disassemble, reverse engineer, copy, create a derivative work, or display the Software code in human readable form, or otherwise use the Services (which includes its software and documentation) except as explicitly provided for in this agreement. The User may not store, publish, or give the Services (including software and documentation) to others, or otherwise enable its use by others.

Workfolio Etiquette and Privacy

Electronic forums such as mail distribution lists and news groups all have expectations regarding subject area and appropriate etiquette for posting. Users of these forums should be considerate of the expectations and sensitivities of others on the network when posting material for electronic distribution.

The network resources of the Workfolio, LLC may not be used to impersonate another person or misrepresent authorization to act on behalf of others or Workfolio, LLC. All messages transmitted via Workfolio, LLC should correctly identify the sender; Users may not alter the attribution of origin in electronic mail messages or posting. All users shall not attempt to undermine the security or integrity of computing systems or networks of Workfolio, LLC, its Partners, or those accessed through or with their product, and must not attempt to gain unauthorized access. All user-specific information provided by user in connection with Services shall be governed by the Workfolio Privacy Policy (located at http://www.workfolio.com/privacy). User understands and accepts all terms and conditions contained within the Workfolio Privacy Policy. Workfolio reserves the right to terminate any account that does not include a valid email address on file. This email address must be stored in the profile for the Account on the Workfolio system.

Age and Nature of the User

The User certifies that he or she is a person at least 18 years of age. The Services may not be used by any automated device or automated computational machine. The Service may only be used or accessed through an electronic device under the manual control of User at all times.

Taxes

Workfolio, LLC shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from or by the User or through the Workfolio, LLC services. The User takes full responsibility for all taxes and fees of any nature associated with Services used or products purchased.

Lawful Purpose

Services provided to or used by the User may only be for lawful purposes. Transmission, storage, copying, or modifying any material or other actions by User in violation of any Federal, State or Local regulation is prohibited. This includes material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes, but is not limited to, material protected by copyright, trade secret, or any other statute, threatening material, or obscene material. Users are prohibited from using Workfolio, LLC services for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which Workfolio, LLC deems, in its sole discretion, to be objectionable, including, but not limited to, pornography, satanic materials, and any and all materials of an adult nature. This also includes links or any connection to such materials. The designation of any materials as such described above is left entirely to the discretion of the Workfolio, LLC management. The subscriber agrees to indemnify and hold harmless and defend Workfolio, LLC from any claims resulting from the User's use or User's allowed use by others of the Services which damages either Workfolio, LLC, its officers, its employees, its directors, its partners, or another party or parties.

User Generated Content

“User Generated Content” is communications, materials, information, opinions, and other content posted and/or submitted by users accessing the website. You are entirely responsible for the User Generated Content you post to the Website. When you post content to the Website, you thereby represent and warrant that: (i) your posting does not and will not infringe the proprietary rights, including but not limited to all intellectual property rights, of any third party; (ii) your posting is not obscene, libelous or slanderous, does not violate any applicable law, regulation, or rule; (iii) your posting does not contain false, misleading or incomplete address or information such that Workfolio or others are unable to identify you as the sending party; (iv) your posting is not offensive or does not contain content that endorses or promotes racism, bigotry, hatred, or physical harm of any kind against another group or individual; (v) your posting does not contain content that harasses, discriminates, incites harassment or advocates harassment of any group or individual; (vi) your posting does not otherwise violate any provision of this Agreement or any applicable law or regulation, including without limitation, any laws or regulations related to labor and employment; (vii) your posting does not provide links to material that exploits people under the age of eighteen (18) in a sexual, violent or other manner, or solicit personal information from anyone under the age of eighteen (18); (viii) your posting does not provide instructional information about illegal activities or other activities prohibited by law or this Agreement, including without limitation, making or buying illegal weapons, violating someone’s privacy, providing or creating computer viruses or pirating any media, and soliciting passwords; (ix) you will maintain the secrecy of your user name and password and that no person other than yourself or your authorized representative will use your user name or password; and (x) your access to and use of the Website will be in accordance with this Agreement and with any applicable laws or regulations. You are specifically prohibited from posting any User Generated Content that would put you in breach of any representation or warranty.

General Rules for User Generated Content

Content is Not Prescreened. Workfolio does not prescreen User Generated Content. Workfolio does not guarantee the website will be free from User Generated Content that is inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable. Workfolio is merely acting as a passive channel for such distribution and is not undertaking any obligation or liability relating to any User Generated Content or activities of Registrants or users on the website. That said, Workfolio reserves the right to, edit, remove, or refuse to post any User Generated Content or terminate your registered account for any reason. To post User Generated Content, you must become a registered user ("Registrant"). Registrants must have a valid username and password. You must be at least 13 years of age to become a Registrant. If you are between 13 and 18 years old, you must have your parent/guardian's permission to use or post User Generated Content. Workfolio Rights to Your Posting. Your User Generated Content is not confidential or proprietary. You grant to Workfolio a royalty free, fully paid-up, non-exclusive, non-revocable, worldwide, perpetual right (with the right to sublicense through multiple tiers to reproduce, distribute, perform, display and modify your User Generated Content in any manner or media now or later developed. Information Retention. For the purpose of account reinstatement Workfolio reserves the right to retain any content uploaded by inactive or deleted users. Workfolio makes no guarantees that content will be retained from inactive or deleted users. Content posted by associates of Workfolio customers shall be the responsibility of customers. Restrictions of use and content by users beyond those specified in this Agreement shall be the responsibility of the customer.

Complaints

Immediately notify Workfolio in writing of any objectionable content appearing on the Website. Workfolio will make good faith efforts to investigate allegations that any User Generated Content violates these Terms of Use but makes no promise that it will edit or remove any specific User Generated Content.

Copyright Infringement Complaints

As Workfolio asks others to respect its intellectual property rights, it respects the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides a complaint procedure for copyright owners who believe that website material infringe their rights under U.S. copyright law. If you believe that your work has been improperly copied and posted on the website, please provide us with the following information: (1) name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on his/her behalf; (2) a description of the copyrighted work that you claim has been infringed; (3) a description of where on the website the material that you claim is infringing is located; (4) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (5) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. These requirements must be followed to give Workfolio legally sufficient notice to Workfolio of infringement. Send copyright infringement complaints to legal@workfolio.com. We suggest that you consult your legal advisor before filing a DMCA notice with Workfolio's copyright agent. There can be penalties for false claims under the DMCA. The Website may make available links to other websites neither owned nor controlled by Workfolio (“Third-Party Websites”). Such links are provided only as a convenience to you. Workfolio has not reviewed, and cannot review, all of the material, including computer software or other goods or services, made available through Third-Party Websites. The availability by means of the Website of a link to a Third-Party Website does not represent, warrant or imply that Workfolio endorses such website or any material, goods or services available thereon. Third-Party materials accessed through or used by means of the Website may also be protected by copyright and other intellectual property laws. Workfolio has no control over these Third-Party Websites, which have separate terms of use and privacy policies.

Indemnification

You agree to defend, indemnify and hold harmless Workfolio and its directors, officers, employees, agents, representatives, affiliates, parents, subsidiaries, licensors, suppliers, service providers and other contractors (collectively, “Workfolio Indemnified Parties”) from and against any and all alleged or actual claims, actions, demands, causes of action and other proceedings (“Claims”) arising out of or relating to: your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) your access to or use of the Website, including without limitation, your User Generated Content. The Workfolio Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim for which you are required to defend, indemnify or hold harmless the Workfolio Indemnified Parties (“Indemnified Claim”). You may not settle any Indemnified Claim without the prior written consent of the concerned Workfolio Indemnified Parties. Our Privacy Policy, as amended from time to time, describes the collection and use of information on this website.

Warranty Disclaimer

This website and the materials and products on this website are provided "as is" and without warranties of any kind. To the fullest extent permitted by law, workfolio disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Workfolio does not represent or warrant that website will be uninterrupted or error-free, that any defects will be corrected, or that this website or the server that makes the website available are free of viruses or anything else harmful. Workfolio does not make any warrantees or representations regarding the use of the materials in this website in terms of their correctness, accuracy, adequacy, usefulness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.

Limited Liability

Workfolio shall not be liable for any direct, special, incidental, indirect or consequential damages that result from the use of or the inability to use, this website or the performance of the products purchased through the website or the conduct of other users of this website, even if workfolio has been advised of the possibility of such damages. You assume total responsibility for your use of the website. Your only remedy against workfolio for dissatisfaction with the site or any content is to stop using the site. That said, if workfolio is found to be liable to you for any damage or loss which is in any way connected with your use of this website or any content, Workfolio’s liability shall not exceed one hundred dollars usd ($100). Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. User shall defend, indemnify, save and hold Workfolio, LLC (including, its agents, its clients, its servants, officers, directors and employees) harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees, ("Liabilities") asserted against them, that may arise or result from any service provided or performed or agreed to be performed or any product used or sold by or to User, its agents, employees or assigns. User shall defend, indemnify and hold harmless Workfolio, LLC (including, its agents, its clients, its servants, officers, directors and employees) against any and all Liabilities caused directly or indirectly the User or any person who User allows to access the Services. Under no circumstances, including negligence, shall Workfolio, LLC (including, its agents, its clients, its servants, officers, directors and employees) or anyone else involved in creating, producing or distributing Workfolio, LLC services be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Workfolio, LLC service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Workfolio, LLC records, programs or services. This paragraph shall apply to all content and functionality of Workfolio, LLC Service. Notwithstanding the above, User's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which User paid directly to Workfolio, LLC during the current month. Such limitations shall apply to Workfolio, LLC total liability, including without limitation any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation of transmission, communications failure, theft of destruction of or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action.

Covenant not to Sue

You specifically acknowledge that your use of the website is a convenience, and that you have not relied upon the operation, use or information in the website for any reason whatsoever. In consideration of the privilege of utilizing the website and the mutual promises made herein, you release and forever discharge workfolio indemnified parties from all claims, causes of action, costs, charges, damages or liabilities of every kind and description whatsoever, whether now known or which may hereafter become known, including, but not limited to all suits, claims, causes of actions and damages accruing from or related to any allegation or assertion that you have relied upon the operation, use or information in the website to your detriment under any theory of liability available to you whatsoever. You further covenant not to sue or authorize a suit against the released parties where such suit, claim or cause of action arises from or relates to any allegation or assertion that you have relied upon the operation, use or information in the website to your detriment.

Miscellaneous

Your use of this website shall be governed in all respects by Michigan law, without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. Specifically, this Agreement shall be subject to Michigan law. Except where prohibited, you agree that all disputes, claims and legal proceedings directly or indirectly arising out of or relating to this website (including but not limited to the purchase of Workfolio products) shall be resolved individually, without resort to any form of class action, and exclusively in the state or federal courts located in Oakland County, Michigan. Any cause of action or claim you may have with respect to the website (including but not limited to the purchase of Workfolio products) must be commenced within one (1) year after the claim or cause of action arises. By using the website, you agree to receive electronic communications from Workfolio. You agree that any notice, Agreement, disclosure or other communication that Workfolio sends you electronically will satisfy any legal communication requirements, including that such communications be in writing. Workfolio's failure to insist upon or enforce strict performance of any of these Terms of Use shall not be considered a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall modify any of these Terms of Use. Workfolio may assign its rights and duties under this Agreement to any party at any time without notice to you.

Trademarks and Copyrights

The Website, including without limitation, all copyrights and patents relating thereto and trademarks used thereon, is the sole and exclusive property of Workfolio. All rights are reserved. All trademarks, service marks and trade names (e.g., the Workfolio name, the page design and web 2.0 icons) are trademarks or registered trademarks of Workfolio. Unless otherwise restricted, you are authorized to use the content of the website only for your own non-commercial use. Any other use is prohibited unless agreed to by Workfolio in writing. You agree not to change or delete any ownership notices from materials downloaded or printed from the website. User warrants that it has the right to use the any trademarks, processes, or other materials it uses with the Services, if any. User warrants that its content does not infringe any third party copyrights or patents.

Service Reliability and Warranties

Workfolio, LLC makes no warranties or representations of any kind, whether expressed or implied for the Services. User's, use of Workfolio, LLC services are at User's sole risk. Neither Workfolio, LLC, its employees, directors, affiliates, agents, third party information providers, merchants licensers or the like, warrant that Workfolio, LLC service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Workfolio, LLC Service, unless otherwise expressly stated in this Agreement.. Workfolio, LLC also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by the User, or viewers and users of User's materials, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Client. Use of any information obtained by way of Workfolio, LLC is at the User's own risk, and Workfolio, LLC specifically denies any responsibility for the accuracy or quality of information obtained through its services. Damages claims for unavailability of the Service against Workfolio, LLC are expressly limited to the pro-rata portion of any monthly charge pre-paid by the User directly to Workfolio, LLC for the period of the system unavailability. "System unavailability" shall be narrowly defined as an unscheduled outage of more than 2 hours, but in no case shall include outages for maintenance, upgrade or repair where Users are provided notice of such outages in advance via the Workfolio Support page. Under no circumstances will Workfolio, LLC bear any responsibility for any damages arising as a consequence of such unavailability.

Contract Revisions and Applicable Legal Jurisdiction

Revisions to this Agreement will be applicable to previous version of this Agreement. Revisions will be considered agreed to by the User continuing to use of or access the Services in any way. Workfolio, LLC reserves all rights for changes and/or modifications to the Services and rates and will communicate these changes to the subscriber within 30 days of their effect. This Agreement constitutes the entire understanding of the parties, and is agreed to being entered into in the State of Michigan. This Agreement shall be governed and construed in accordance with the laws of the State of Michigan and no party shall object to removal or prosecution of any litigation to a federal or state court in Michigan.

Miscellaneous

Your use of this website shall be governed in all respects by Michigan law, without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. Specifically, this Agreement shall be subject to Michigan law. Except where prohibited, you agree that all disputes, claims and legal proceedings directly or indirectly arising out of or relating to this website (including but not limited to the purchase of Workfolio products) shall be resolved individually, without resort to any form of class action, and exclusively in the state or federal courts located in Oakland County, Michigan. Any cause of action or claim you may have with respect to the website (including but not limited to the purchase of Workfolio products) must be commenced within one (1) year after the claim or cause of action arises. By using the website, you agree to receive electronic communications from Workfolio. You agree that any notice, Agreement, disclosure or other communication that Workfolio sends you electronically will satisfy any legal communication requirements, including that such communications be in writing. Workfolio's failure to insist upon or enforce strict performance of any of these Terms of Use shall not be considered a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall modify any of these Terms of Use. Workfolio may assign its rights and duties under this Agreement to any party at any time without notice to you.

Termination

Workfolio reserves the right in its sole discretion to terminate or restrict your use of all or any part of the website, without notice, for any or no reason, and without liability to you or anyone else. The Terms of Use relating to Intellectual Property, Indemnification, Warranty Disclaimer, Limitation of Liability, and Miscellaneous shall survive any termination.