Workboard Inc. ("Workboard", "we" or "us") Internet Web Site Terms Of Use

Last updated: January 1, 2014     Effective as of: January 1, 2014

Welcome to Workboard!

THE TERMS AND CONDITIONS SET FORTH BELOW (THE "TERMS") GOVERN YOUR USE OF THE WEBSITE LOCATED AT WWW.WORKBOARD.COM (THE "SITE") AND THE WORKBOARD Web APPLICATION PLATFORM SERVICES (COLLECTIVELY, THE “SERVICES”). THESE TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND WORKBOARDAND GOVERN YOUR ACCESS TO, AND USE OF, THE SERVICES AND THE SITE. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE, THE SERVICES OR ANY INFORMATION CONTAINED ON THIS SITE. YOUR USE OF THIS SITE AND/OR THE SERVICES SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. WORKBOARD MAY MAKE CHANGES TO THE CONTENT AND THE SERVICES OFFERED ON THIS SITE AT ANY TIME.

NOTE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND TIME LIMIT ON SUBMITTING CLAIMS THAT AFFECT YOUR RIGHTS. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.

General Use Restrictions

As part of the Services: (i) Workboard provides certain templates as well as other various documents, manuals and information, help documentation, content, logos, graphics and images (together, the "Content"); and (ii) you may create or upload to your account your own content or third party content for which you have all necessary permissions (“User Content”). If you are the individual that initially creates a user account, you are the “Manager” for that user account. As the Manger, you may invite other users to collaborate with you using your account (“Members”). Managers can control what privileges are granted to each of its Members and may terminate any Member’s ability to use the Manager’s account at any time.

You acknowledge and agree that Workboard may remove all or a part of any User Content from the Services in the event of a claim as described in the Section below titled “Copyright and Trademark Infringements.”

With respect to the Workboard mobile application software and related documentation (collectively, the “Applications”), Workboard grants you a limited, personal, non-exclusive and non-transferable license to download and use the Applications solely for your personal or internal business use. Except for the licenses set forth in the preceding sentences above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Applications in any manner. You shall not distribute the Applications in any manner to any third party. Except as stated herein, you acknowledge that you have no right, title or interest in or to the Applications.

Depending on the account tier that you are registered for, there may be storage limits associated with your account.

Content

The Content is made available to you by Workboard and is the copyrighted and/or trademarked work of Workboard or Workboard's contributors. Workboard grants you a limited, personal, non-exclusive and non-transferable license to use and to display and to make one copy of the Content and to use the Site and Services solely for your personal or internal business use.

Except for the limited use license above, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Content, the Site or the Services in any manner. You shall not distribute the Content or the Services in any manner to any third party.

User Content

If you have uploaded User Content on the Services, you retain all rights that you possess to your User Content. You grant to Workboard, a non-exclusive, worldwide, perpetual license (except to the extent you have deleted your User Content) to host and make the User Content available on the Services in accordance with the access rights that you select. You grant to the Members who access your account, a non-exclusive, worldwide, perpetual license to use User Content for their personal or internal business use, in accordance with the levels of permission you set. WORKBOARD DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO ALL USER CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Only the Manger of an account, not Members, may elect to remove User Content from the Manger’s account on the Services. You agree to comply with the conditions and restrictions set forth in the Section titled “Your Responsibilities.”

Term and Termination

If you are not paying for your account, your rights to use the Services continue until terminated by Workboard in our discretion. If you have paid for your account, your rights to use the Services continue for the period for which you have paid, except if these Terms are terminated or if Workboard generally terminates the provision of the Services. If you violate these Terms, Workboard may terminate and/or suspend your access to this Site and/or the Services without notice; except that if you are the Manager and have paid for the use of your account, Workboard will provide you with notice of termination or suspension. If Workboard generally terminates the provision of the Services and you have paid for a subscription to your account, Workboard will provide you with a pro-rated refund of fees that you pre-paid in advance for the unused portion of the applicable subscription term. Upon any termination of these Terms, Workboard may provide the Manager with the ability to request a download of the User Content for a period of 30 days following the date of termination. On any termination, you will be required to cease using the Site and the Services.

Age Restrictions

Registration and participation on the Site and the Services is restricted to: individuals over 18 years of age; emancipated minors; and users under age 18 who possess legal parental or guardian consent. In addition, those who wish to register and participate must meet the minimum requirements laid out in these Terms.

Authorized Users

You may be given access to certain password protected areas of the Site and the Services. You are responsible for maintaining the confidentiality of your password, registration data and for any and all activity that occurs under your password. You agree to notify Workboard immediately of any unauthorized use of your password or any other breach of security relating to the Site and the Services. You shall not, and shall not attempt to, access any data of another Workboard customer if you are not an authorized user under the applicable account.

Privacy Policy

Your use of this Site and the Services is governed by the Workboard Privacy Policy (the "Privacy Policy").

Payment and Electronic Communications

Paid subscriptions are payable in advance for the applicable subscription period that you select. If you purchase a paid subscription, you are expressly agreeing that Workboard is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with Workboard in connection with your purchase on this Site (“Charges”). The Charges will be billed to the credit card or PayPal account you provide in accordance with the billing terms in effect at the time the Charges are due and payable. If payment is not received or cannot be charged to your credit card or PayPal account for any reason in advance, Workboard reserves the right to either suspend or terminate your access to your account and the Services offered through the Site and terminate these Terms. All purchases are non-cancellable and all charges are non-refundable.

By using the Site, you consent to receiving electronic communications from Workboard. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Services. These electronic communications are part of your relationship with Workboard and you receive them as part of your purchase. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

If you have purchased a paid subscription to the Services, your subscription will automatically renew for additional, successive subscription periods equal in duration to the initial subscription period unless you have terminated your subscription prior to the next renewal period. You may terminate your subscription at any time and you will not be obligated to pay any additional fees for upcoming subscription renewal periods but any subscription fees you have paid in advance will not be refunded.

You acknowledge and agree that Workboard will automatically charge your credit card or Paypal account on record with Workboard for the then-current subscription period upon the commencement of any renewal period.

Third Party Content

Certain information and other content appearing in advertisements or sponsorships on the Services may be the material of third party licensors and suppliers to Workboard ("Third Party Content"). Third Party Content does not include User Content. The Third Party Content is, in each case, the copyrighted and/or trademarked work of the creator/licensor. You agree to only display the Third Party Content on your computer solely for your personal use or internal business use. You acknowledge and agree that you have no right to download, cache, reproduce, modify, display (except as set forth in this paragraph), edit, alter or enhance any of the Third Party Content in any manner unless you have permission from the owner of the Third Party Content. Workboard DISCLAIMS ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES AND CONDITIONS WITH REGARD TO THIRD PARTY CONTENT, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Links to Third Party Sites

This Site may be linked to other sites that are not Workboard sites. Workboard is providing these links to you only as a convenience, and Workboard is not responsible for such linked sites, including, without limitation, the content or links displayed on such sites.

Submissions

Any text, feedback on the Services or other information that you submit, post or otherwise make available on the Site and the Services, such as comments and suggestions, are "Submissions." Submissions do not include or User Content that is offered on the Services or created on the Services.

You, and not Workboard, have full responsibility for each such Submission you make, including its legality, accuracy, appropriateness, and trademark and copyright ownership. You agree that any Submission provided by you in connection with this Site is provided on a non-proprietary and non-confidential basis. Please note that, generally, Submissions will be accessible by other users on the Site. You agree that Workboard is free to use a Submission on an unrestricted basis for any purpose and you grant Workboard a sublicensable, non-exclusive, fully-paid and royalty-free, worldwide license to (in any media, whether now known or not currently known or invented) link to, utilize, use, publicly perform, publicly display, reproduce, distribute, modify and prepare derivative works of the Submission.

Your Responsibilities

You agree that Workboard may incorporate Third Party Content on, in and/or around your Submissions and/or User Content. YOU RETAIN OWNERSHIP OF ANY COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS APPLICABLE TO ANY INFORMATION YOU SUBMIT TO WORKBOARD, SUCH AS YOUR USER CONTENT. If you use software tools to import content from other sources on the Internet to create User Content, you agree that you have all necessary rights and permissions to use such content and to create the User Content using that third party content and that you will only submit and use User Content in any account that you register for or have access to in an manner that complies with all applicable laws and regulations. You further agree that you will not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Submission and/or User Content that you make. You represent and warrant that: (i) you own all Submissions and/or User Content posted by you on or through this Services or otherwise have the right to grant the licenses to Workboard set forth in this section, and (ii) the posting of your Submissions and/or User Content on or through this Services does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions and/or User Content posted by you to or through the Services. Workboard shall have no obligation to pay you any fees or royalties for your Submissions and/or User Content.

Etiquette

When making Submissions and/or submitting User Content to or otherwise using the Site and/or the Services offered on the Site, you agree not to, without limitation:

  • Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
  • Use racially, ethnically, or otherwise offensive language.
  • Discuss or incite illegal activity.
  • Use explicit/obscene language or solicit/post sexually explicit images (actual or simulated).
  • Submit anything that exploits children or minors or that depicts cruelty to animals.
  • Submit any copyrighted or trademarked materials without the express permission from the owner.
  • Disseminate any unsolicited or unauthorized advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes', or any other form of such solicitation.

This list of prohibitions is an example and is not complete or exclusive. These prohibitions do not require Workboard to monitor, police or remove any Submissions and/or User Content or other information submitted by you or any other user. Workboard reserves the right to (a) terminate ability to post to the Site and (b) refuse, delete or remove any Submissions and/or User Content, with or without cause and with or without notice, for any reason or no reason, or for any action that Workboard determines is inappropriate or disruptive to the Site, the Services or any other Services offered on the Site or to any other user of the Site and/or the Services offered on the Site. Workboard may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Workboard’s discretion, Workboard will cooperate with law enforcement agencies in any investigation of alleged illegal activity on the Internet.

You understand that your interactions and dealings with other users of the Site are solely between you and such other user. Workboard shall not be responsible for any loss or damage of any sort incurred as a result of any such interactions and/or dealings. Workboard will have no obligation to become involved in any dispute arising out of your interactions and/or dealings with other users of the Site.

Unauthorized Activities

Unauthorized use of any User Content, the Services or Third Party Content contained on this Site may violate certain laws and regulations. You agree to indemnify and hold Workboard and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys' fees and costs of defense) Workboard or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third party based on your submitted User Content and/or that your use of the Services or Third Party Content or the use by any person using your user name and/or password violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third party. Workboard may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Workboard's discretion, Workboard will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site, the Services or on the Internet.

Proprietary Rights

Workboard is a trademark of Workboard in the United States.

Other trademarks, names and logos on this Site are the property of their respective owners.

Unless otherwise specified in these Terms, all information and screens appearing on this Site and the Services, including documents, Services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Workboard, Copyright © 2013-2014 Workboard, Inc. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

Copyright and Trademark Infringements

Notification: Workboard respects the intellectual property of others, and we ask you to do the same. Workboard may, in appropriate circumstances and at our discretion, terminate access to the Site to users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or a trademark infringement and appears on the Site, please provide Workboard’s copyright agent the following information:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Workboard to locate the material.
  • Information reasonably sufficient to permit Workboard to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
  • 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.
  • 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.

Workboard’s agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:

By mail: 460 Seaport Court Redwood City, CA 94036
By phone: 650-804-0040
By e mail: notice@workboard.com

Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Counter-Notification: If you elect to send us a counter notice, to be effective it must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

  • A physical or electronic signature of the user.
  • 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.
  • 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.
  • The user’s name, address, and telephone number, and a statement that the user consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the user’s address is outside of the United States, for any judicial district in which the Services provider may be found, and that the user will accept Services of process from the person who provided notification as set forth above or an agent of such person.

Such written notice should be sent to our designated agent as follows:

By mail: 460 Seaport Court Redwood City, CA 94036
By phone: 650-804-0040
By e mail: notice@workboard.com

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

Only the intellectual property rights owner may report potentially infringing items through Workboard’s reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms.

Disclaimer of Warranties

Your use of this Site and/or the Services is at your own risk. Neither the User Content, the Services or Third Party Content nor Submissions have been verified or authenticated in whole or in part by Workboard, and they may include inaccuracies or typographical or other errors. Workboard does not warrant the accuracy or timeliness of the User Content, Submissions or the Third Party Content contained on this Site. Workboard has no liability for any errors or omissions in the User Content, Submissions and/or the Third Party Content, whether provided by Workboard or our licensors.

WORKBOARD, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THIS SITE, THE SERVICESS, ANY MATERIALS, SUBMISSIONS, USER CONTENT, USER SITES, OR THIRD PARTY CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE AND/OR THE RESULTS OBTAINED FROM THE USE OF THIS SITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, SUBMISSIONS, USER SITES, AND THE THIRD PARTY CONTENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS SITE, THE SERVICESS, MATERIALS, SUBMISSIONS, USER CONTENT, THIRD PARTY CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS SITE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHERE-IS" BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WORKBOARD DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER. WORKBOARD DOES NOT GUARANTEE ANY UPTIME OR AVAILABILITY OF THE SERVICES.

Limitation of Liability

WORKBOARD SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY OF THE MATERIALS, USER CONTENT, OR THIRD PARTY CONTENT TO OR FROM THIS SITE OR THE SERVICESS. IN NO EVENT SHALL WORKBOARD BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WORKBOARD KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE AND WORKBOARD SHALL NOT BE LIABLE IN THE AGGREGATE FOR THE GREATER OF: (I) THE FEES PAID BY YOU TO WORKBOARD IN THE PRIOR 12 MONTHS OR (II) FIFTY DOLLARS ($50.00).

Local Laws; Export Control

User Sites and/or Third Party Content may not be appropriate or available for use outside of the United States of America. If you use this Site or the Services outside the United States of America, you are responsible for following applicable local laws and regulations, including any applicable export controls laws.

Dispute Resolution and Binding Arbitration Provision

Definitions. As used in this Arbitration Provision, "Claims" means all claims, disputes, or controversies between you and us of any nature or kind, whether pre-existing, present, or future, that arise from or relate to the Services. This includes but is not limited to disagreements about the validity, enforceability, or scope of this Arbitration Provision.

Informal Efforts to Resolve Dispute. If a dispute arises between you and Workboard, you should first attempt to resolve it by contacting Deidre Paknad at deidre@workboard.com. We will attempt in good faith to resolve all Claims submitted this way within fifteen (15) days of receipt.

Agreement to Arbitrate; Right to Opt Out. If informal efforts to resolve Claims fail or are not used, you agree that any and all Claims will be resolved exclusively by binding arbitration as described herein, except that: (i) you may assert Claims in a small claims court in the United States if your Claims meet the court's jurisdictional requirements; and (ii) either party may pursue Claims and relief in a court of competent jurisdiction regarding the validity and/or infringement of a party’s intellectual property rights.

THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS VERY LIMITED. HOWEVER, AN ARBITRATOR CAN AWARD TO YOU ON AN INDIVIDUAL BASIS THE SAME DAMAGES AND FORMS OF RELIEF AS A COURT COULD (INCLUDING INJUNCTIVE AND DECLARATORY RELIEF AS WELL AS STATUTORY DAMAGES), AND MUST FOLLOW THE LAW AND TERMS OF THIS AGREEMENT AS A COURT WOULD. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS AND PRIVATE ATTORNEY GENERAL ACTIONS ARE NOT PERMITTED.

IF YOU DO NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST ACCEPT OR HAVE ACCESS TO THESE TERMS BY MAILING OR FAXING AN OPT-OUT REQUEST TO OUR CUSTOMER SERVICES CENTER AT 460 Seaport Blvd Redwood City, CA 94036. YOUR WRITTEN NOTIFICATION MUST INCLUDE YOUR NAME, ADDRESS, THE EMAIL ADDRESS YOU USED TO REGISTER WITH US, AND A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH US THROUGH ARBITRATION. YOUR DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILL HAVE NO ADVERSE EFFECT ON YOUR RELATIONSHIP WITH US OR THE DELIVERY OF SERVICES TO YOU BY US. IF YOU HAVE PREVIOUSLY NOTIFIED US OF YOUR DECISION TO OPT OUT OF ARBITRATION, YOU DO NOT NEED TO DO SO AGAIN.

Arbitration Fees. The allocation and payment of all filing, administration and arbitrator fees will be governed by the AAA's rules which limit the amount a consumer is required to pay. If the arbitrator determines that your Claims are not frivolous applying the standards of the Federal Rules of Civil Procedure, We agree to reimburse you the amount of all filing, administration and arbitrator fees you are required to pay for the arbitration.

Arbitration Rules. The arbitration will be conducted by the American Arbitration Association ("AAA") in Palo Alto, California under its rules if you are a resident of the United States; if your use of the Services has been principally for personal or household use, the AAA's Supplementary Procedures for Consumer-Related Disputes will also apply. If, however, you are a resident of a country other than the United States, the arbitration will be conducted by the AAA's International Centre for Dispute Resolution in New York, NY, under its rules for international arbitration, and you and we agree to submit to the personal jurisdiction of the U.S. federal court in New York, NY, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. In the event of a conflict or inconsistency between the applicable arbitration rules and this Arbitration Provision, this Arbitration Provision shall govern and control.

The arbitration will be conducted in the English language by a single arbitrator who is an attorney-at-law with experience in consumer and technology transactions and who is also a member of the AAA National Roster of Arbitrators. If you and we can't agree on a mutually acceptable arbitrator within fifteen (15) days after the arbitration is initiated, then the AAA will pick a neutral arbitrator who meets the qualifications. The AAA's rules are available at www.adr.org.

Initiating Arbitration. To begin an arbitration proceeding, you must follow the procedures specified by the applicable AAA rules as described on their website at www.adr.org.

Time Restriction. YOU MUST FILE A COMPLAINT WITH THE AAA OR A PERMITTED COURT WITHIN ONE (1) YEAR OF THE DATE OF THE OCCURRENCE OF THE EVENT OR FACTS GIVING RISE TO A CLAIM, OR YOU WAIVE THE RIGHT TO PURSUE ANY CLAIM BASED UPON SUCH EVENT, FACTS OR DISPUTE.

Arbitration Process. Because appearing in person for arbitration can be unduly burdensome in the circumstances, arbitration under this Arbitration Provision shall not require any personal appearance by the parties or witnesses unless mutually agreed. Either or both parties may participate by written submissions, telephone calls, or other means of remote communication as allowed by the arbitrator. The arbitration proceedings will be conducted in the English language at a location designated by the AAA that is the most convenient for you.

The arbitration can only decide Claim(s) between you and us, and may not consolidate or join the claims of other persons that may have similar claims. There shall be no pre-arbitration discovery except as provided for in the applicable AAA rules. The arbitrator will honor claims of privilege recognized by law and will take reasonable steps to protect customer account information and other confidential or proprietary information.

In conducting the arbitration proceeding, the arbitrator will apply the law of the State of California (without regard to its conflicts of law provisions) including U.S. federal law for matters covered by federal law (e.g. the Federal Arbitration Act). At the request of any party, the arbitrator shall provide a brief written explanation of the basis for the decision and award. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction. The arbitrator’s decision will be final and binding on the parties except for any right to appeal under the AAA rules or the Federal Arbitration Act.

Recovery and Attorneys' Fees. If the arbitrator rules in your favor on the merits of any Claim you bring against us and issues you an award that is greater in monetary value than our last written settlement offer made to you before written submissions are made to the arbitrator, then we will (i) pay you 150% of your arbitration damages award, up to $1,000 over and above your damages award; and (ii) pay your attorneys, if any, the amount of attorneys' fees, and reimburse any expenses (including expert witness fees and costs) that you or your attorney reasonably incurred for investigating, preparing, and pursuing your Claim in arbitration. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of such fees, expenses, and the alternative payment and the attorney premium at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits. The right to attorneys' fees and expenses discussed above supplements any right to attorneys' fees and expenses you may have under applicable law, although you may not recover duplicative awards of attorneys' fees or costs. If your use of the Services was principally for personal or household use, Workboard waives any right it may have to seek an award of attorneys' fees and expenses from you in connection with any arbitration of Claims between us.

Confidentiality. you and we shall keep confidential any information exchanged during the arbitration as well as the decision of the arbitrator made with respect to any Claim(s) arbitrated under this Arbitration Provision and, with the exception of disclosure to your or our attorneys, accountants, auditors, and other legal or financial advisors, neither party shall disclose such information or decision to any other person unless required to do so by law.

Continuing Obligation to Arbitrate; Severability. This Arbitration Provision shall survive termination of your access to or use of any Services and related agreements. If any portion of this Arbitration Provision is deemed invalid or unenforceable at law, such invalid or unenforceable provision will be interpreted, construed or reformed to the extent required to make it valid and enforceable, and this shall not invalidate the remaining portions of this Arbitration Provision.

Changes

These Terms may be changed, modified, supplemented or updated by Workboard from time to time. If Workboard makes a material change to these Terms that will affect an existing paid subscription, Workboard will notify you by sending an email at least thirty (30) days in advance of such change or posting a notice on your account page. If the change has a material adverse impact on you and you do not agree to the change, you must so notify Workboard at support@workboard.com within thirty (30) days after receiving notice of the change. If you notify Workboard as required, then you will remain governed by these Terms in effect immediately prior to the change until the end of your current subscription for the affected Services. If the affected purchased Services are renewed, it will be renewed under Workboard’s then current Terms. For free, trial or beta Services, Workboard will post a change notice on the Services and/or your account page and you will be bound by any changed, modified, supplemented or updated Terms if you choose to continue to use such free, trial or beta Services after such changes to the Terms are posted.

General

California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Workboard's failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and Workboard and supersede all prior or contemporaneous negotiations, discussions or agreements between you and Workboard about this Site and the Services. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.