Terms of Service

Last updated: February 23, 2015

1. Acknowledgement and Acceptance of Terms

Workato, Inc., a Delaware corporation (“Workato”, “Company”, “us” or “we”), provides www.workato.com and the other websites under the workato.com domain (collectively, the “Sites”) and our SaaS application integration platform, tools, mobile applications and related services (together with the Sites, the “Service”) subject to your compliance with all the terms, conditions, and notices contained or referenced herein (the “Terms of Service” or the “Agreement”). In addition, when using the Service, you shall be subject to any posted guidelines or rules applicable to the Service that may contain terms and conditions in addition to those in the Terms of Service. By using the Service or accessing the Sites, you agree to the Terms of Service and the Privacy Policy, available at www.workato.com/policy, which is incorporated herein by reference. If you do not agree, do not use the Service.

Our Service may integrate with other services on a number of platforms provided by third parties. Please be aware that your activities on each of these platforms may be subject to additional terms of service for that particular platform. We reserve the right to change the Terms of Service from time to time without notice to you. You acknowledge and agree that it is your responsibility to review the Terms of Service periodically to learn of any modifications. Your continued use of the Service after the posting of any modifications shall constitute your agreement to be bound by such modified Terms of Service.

Certain parts of the Service may be subject to additional terms and conditions specified by us from time to time; your use of such Service is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference. Prices of the Service, including but not limited to monthly subscription plan fees to the Service, are subject to change upon 30 days’ notice from us. Such notice may be provided at any time by posting the changes to the Workato Site (Workato.com) or the Service itself. Workato shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.

2. Eligibility

You (“you” or “User”) represent and warrant that you are at least 18 years of age. If you are under age 18, then you may not, under any circumstances or for any reason, use the Service. We may, in our sole discretion, refuse to offer the Service to any person or entity and change the eligibility criteria for using the Service at any time. The right to access the Service is revoked where these Terms of Service or use of the Service is prohibited or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule or regulation. Further, the Service is offered only for your use and not for the use or benefit of any third-party.

3. Account Information

a. Registering for an Account

Certain features or services offered on or through the Service may require you to open an account (including a username, password, and payment information). Workato accounts will give you access to the Service and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of users. If you open a Workato account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to Workato with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. For more information on the types of information we collect from these third-party services, please read our Privacy Policy, available at www.workato.com/privacy. We reserve the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames.

b. Your Responsibility for Your Account

You are responsible for taking all steps to ensure that no unauthorized person shall have access to your account or password. When creating your account, you must provide accurate and complete information. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. It is your sole responsibility to: (i) control the dissemination and use of your account and password; and (ii) promptly inform us of any need to deactivate an account or password. We are not liable for any harm related to the theft of passwords, or your disclosure of passwords. You shall immediately notify us of any unauthorized use of your account or password or any breach of confidentiality. You are solely responsible for any damage resulting from the use of your account and username. You may not use your account or password to breach security of another account.

c. How to Control Your Account

You may control your account and how you interact with the Service by changing your settings. By providing us with your email address, you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you will be given the option to opt out or change your preferences. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. For more information, please read our Privacy Policy, available at www.workato.com/privacy.

d. Mobile Phone Information

By providing your mobile phone number and using the Service, you hereby affirmatively consent to our use of your mobile phone number for calls and texts in order to perform and improve upon the Service. Company will not assess any charges for calls or texts, but standard message charges or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from us by modifying your account settings on the Site or Company’s mobile application, or by emailing privacy@workato.com.

4. Workato Content

Except for User Content (defined below), all materials on the Service including the mini-applications that integrate other applications and services (“Recipes”) and the Service itself and all Intellectual Property Rights contained therein or related thereto, including text, graphics, user and visual interfaces, photographs, trademarks, logos, sounds, music, artwork, applications, computer code and associated documentation (collectively, the “Content”), including but not limited to the design, structure, arrangement and “look and feel” of such Content, is owned by or licensed to us and our licensors and is protected by copyright, trademark and other intellectual property rights and laws.

Other than as provided herein, Workato does not grant to User any license, express or implied, to the intellectual property of Workato or its licensors. Except as expressly provided in the Terms of Service, no part of the Service and no Content may be copied, reproduced, sold, republished, transmitted, displayed, reposted or otherwise distributed for public or commercial purposes.

Subject to the terms and conditions of this Agreement, Workato provides you with a non-exclusive, revocable license to use the Service, including the Recipes, as expressly permitted by the features and functionality of the Service and the Terms of Service. Workato may terminate this license at any time for any reason or no reason.

5. Recipes

As mentioned above, Workato owns the Recipes and grants to Users a non-exclusive, revocable license to use Recipes and share Recipes with other Workato Users. By default, Recipes are public, meaning that anyone can view, copy, and modify such Recipes within the Workato platform. Users with paid accounts have the option to make certain Recipes they create private, meaning that such paid User can decide whether to share such private Recipes with certain Users within the Workato platform. For avoidance of doubt, Workato owns all Recipes, whether public or private.

You grant us a non-exclusive, royalty-free, perpetual, transferable, sublicensable, worldwide license to use, modify, reproduce, display, distribute, and store content generated by a Recipe using User Content (as defined below)(such content, “Recipe Content”) on the Service for the purposes of operating and providing the Service to you.

6. User Content

We may now or in the future allow you to post or publish content on or upload content to the Service. Any content a User submits, posts, displays, or otherwise makes available on the Service, including all Intellectual Property Rights (defined below) therein, other than Recipes is referred to as “User Content.” You retain ownership of your User Content.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

You own all of the User Content you post or publish (“post”) on the Service. You grant us a non-exclusive, royalty-free, perpetual, transferable, sublicensable, worldwide license to use, modify, reproduce, display, distribute, and store your User Content on the Service for the purposes of operating and providing the Service to you and other Users. You understand and agree that the Service is a public platform and other Users may search for, see, use, and/or re-post any User Content that you make publicly available through the Service.

7. Workato Not Responsible for User Content

We are not responsible for and do not necessarily hold the opinions expressed by our Users and content contributors. Opinions and other statements expressed by Users and third parties are theirs alone, not opinions of Workato. Content created by Users or third parties is the sole responsibility of such Users or third parties and its accuracy and completeness are not endorsed or guaranteed. You acknowledge that by providing you with the ability to view and post content through our Service, Workato is not undertaking any obligation or liability relating to the content. Workato and its affiliates, successors, assigns, employees, agents, directors, officers and stockholder do not undertake or assume any duty to monitor our site for inappropriate or unlawful content. Workato and its affiliates, successors, assigns, employees, agents, directors, officers and stockholders assume no responsibility or liability which may arise from the content thereof, including, but not limited to, claims for defamation, libel, slander, infringement, invasion of privacy and publicity rights, obscenity, pornography, profanity, fraud, or misrepresentation. Notwithstanding the foregoing, Workato reserves the right to block or remove communications, postings or materials at any time in our sole discretion.

Workato takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Service. Workato assumes no liability for your interactions with other Users, or for any User’s action or inaction. You are solely responsible for your User Content and the consequences of posting or publishing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Workato shall not be liable for any damages you allege to incur as a result of User Content. Workato reserves the right, but has no obligation, to monitor disputes between you and other Users.

8. Rules Concerning User Content

You agree that any User Content that you post does not and will not violate any law or infringe any rights of any third party, including without limitation any Intellectual Property Rights, publicity rights or rights of privacy. If you think any User Content infringes your rights, or if you want to challenge User Content that has been taken down from the site, please refer to Workato’s Copyright Policy in Section 17 below. We reserve the right, but are not obligated, to reject and/or remove any User Content that we believe, in our sole discretion, violates the Agreement.

You agree not to post User Content that:

  • may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal;
  • may create a risk of any other loss or damage to any person or property;
  • seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
  • may constitute or contribute to a crime or tort;
  • contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable;
  • contain software or other material that violates or invades the intellectual property rights (or rights of privacy or publicity) of any third party;
  • includes any content to which you have not obtained any necessary rights or permissions to use accordingly;
  • contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);
  • contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or
  • contains any information or content that you know is not correct and current.

9. Feedback

We are always looking for new ways to improve our Service. You may choose to or we may invite you to submit comments, ideas or feedback about the Service, including without limitation about how to improve the Service or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Workato under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Workato does not waive any rights to use similar or related Feedback previously known to Workato, or developed by its employees, or obtained from sources other than you.

10. Use of the Service

Your use of the Service is subject to all applicable laws and regulations.

You may not:

  • use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any manual process to access, acquire, copy or monitor any portion of the Service or any Content or obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service;
  • attempt to gain unauthorized access to any portion of the Service or any Content, or any systems or networks connected to the Service, by hacking, password “mining” or any other illegitimate means;
  • probe, scan or test the vulnerability of the Service or any Content, or any system or network connected to the Service;
  • reverse look-up or trace any information of any other User or visitor or otherwise use the Service for the purpose of obtaining information of any other User or visitor;
  • transmit spam, chain letters, or other unsolicited email;
  • use the Service for any commercial solicitation purposes;
  • take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure;
  • upload invalid data, viruses, worms, or other software agents through the Service;
  • impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, hide or attempt to hide your identity;
  • collect or harvest any personally identifiable information, including account names, from the Service;
  • use any device, software or process to interfere with, or attempt to interfere with, the proper working of the Service or any Content, or any systems or networks connected to the Service, or with any other person’s use of the Service; or
  • use the Service or any Content for any purpose that is unlawful or prohibited by the Terms of Service.

Any unauthorized use of the Service or any Content may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties.

11. Use of Software

Any software that is made available via the Service shall be governed by the terms of the license agreement that accompanies the software or is posted with the software download or at the Sites page where the software can be accessed; provided, however, if no such license agreement is made available, we grant you a limited, revocable, worldwide, royalty-free, non-assignable, non-exclusive license to use the software for your personal, noncommercial use in accordance with the Terms of Service. In the event of any inconsistency between the Terms of Service and any license agreement, the license agreement shall govern in relation to the software.

You may not decompile, reverse engineer or otherwise attempt to discover the source code of the software. You do not have the right to sublicense the Service, download or modify any portion of the Service, or resell the Service. If you violate the Terms of Service, we reserve the right to terminate your license to the Service without notice.

The software may automatically download and install updates from us from time to time. These updates are designed to improve, enhance and further develop the software and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit us to deliver these to you with or without your knowledge) as part of your use of the software.

12. Billing and Payment

Users of the Service may be required to provide their credit card or bank account details to Company or the payment service provider retained by Company (the “PSP”). Users will be responsible for paying agreed-upon fees for the Service. Users of the Service will be liable for any taxes required to be paid on the Service provided under the Agreement (other than taxes on the Company’s income).

All paid plans must enter a valid payment account. Free accounts are not required to provide payment account information. An upgrade from the free plan to any paying plan will trigger a bill.

For monthly payment plans, the Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes.

13. Changes to the Service

Workato is constantly innovating and finding ways to provide our Users with new features and services. Therefore, we may, without prior notice, change the Service, add features, stop providing the Service or features of the Service, to you or to Users generally, or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if, in our sole determination, you violate any provision of this Agreement, or for no reason. Upon termination of your use of the Service, you continue to be bound by this Agreement.

14. Privacy

Our Privacy Policy, available at www.workato.com/privacy applies to the use of the Service and its terms are made a part of the Terms of Service by this reference. You understand that by using the Service you consent to the collection, use and disclosure of your Personal Information and aggregate data as set forth in our Privacy Policy at www.workato.com/privacy, and to have your Personal Information collected, used, transferred to and processed in the United States. We cannot guarantee that unauthorized third parties will never be able to defeat our security measures. You acknowledge that you provide your information at your own risk.

15. Disclaimer of Warranties and Limitation of Liability

THE SERVICE AND ALL CONTENT ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENTNESS, FREEDOM FROM INTERRUPTION, VIRUSES OR OTHER DEFECT, AND NON-INFRINGEMENT.

YOUR SOLE REMEDY AGAINST US FOR DISSATISFACTION WITH THE SERVICE OR ANY CONTENT IS TO STOP USING THE SERVICE OR ANY SUCH CONTENT. IN NO EVENT SHALL WE OR OUR SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR CONTENT PROVIDERS (OUR “AFFILIATES”) BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, RESULTING FROM THE USE OR INABILITY TO USE THE SERVICE OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR OUR AFFILIATES ARE ADVISED ON THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKATO ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WORKATO, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING ONE DOLLAR.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WORKATO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

16. Termination and Indemnity

You agree that we may, at any time, and at our sole discretion, terminate your account or suspend or prohibit your access to the Service without prior notice to you for violating any of the Terms of Service or for any other reason whatsoever. Upon termination of your use of the Service, you continue to be bound by this Agreement.

You agree to defend, indemnify, and hold us and our Affiliates harmless from and against any demands, loss, liability, claims or expenses (including attorneys’ fees) made against us by any third party due to or arising out of your use of the Service.

17. User Submissions

If you make any submission to us, you agree that you will not send or transmit any communication or content that: (i) is defamatory, indecent, harassing or otherwise objectionable; (ii) infringes or violates any rights of any party; or (iii) contains a virus or corrupted data.

All e-mail and other correspondence that you submit to us shall become our sole and exclusive property.

If you submit any business information, idea, concept or invention to us, such submission shall be considered: (i) non-confidential; and (ii) our sole and exclusive property.  We will have no obligation of any kind with respect to the submission, and we will be free to use or further transmit such submission for any purpose.

18. Copyright Policy

Company respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Service infringe upon your copyright or other intellectual property right, please send the following information to Company's Copyright Agent at: Workato, Inc., 20450 Stevens Creek Blvd., Suite 150, Cupertino, CA 95014, Attn: Legal, or help@workato.com (Subject line: "DMCA Takedown Request"):

  1. A description of the copyrighted work or other intellectual property that you claim has been infringed, including the URL (Internet address) or other specific location on the Service where the material you claim is infringed is located. Include enough information to allow Company to locate the material, and explain why you think an infringement has taken place;
  2. A description of the location where the original or an authorized copy of the copyrighted work exists – for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
  3. Your address, telephone number, and e-mail address;
  4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
  5. A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf; and
  6. An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

Counter-Notice:

If you believe that the content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content, you may send a written counter-notice containing the following information to the Copyright Agent:

  1. Your physical or electronic signature;
  2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
  3. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
  4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court located within the Central District of California and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Company will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

Repeat Infringer Policy:

In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company's sole discretion, Users who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Service and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

19. Links

We may provide links to third-party website. We do not recommend or endorse the content of any third-party website. We are not responsible for the content of linked third-party website and we do not make any representations or warranties regarding their content or accuracy. Your use of third-party website is at your own risk and subject to the terms and conditions of use for such website. You expressly release us from any and all liability arising from your use of any third-party website.

20. Mobile Applications

We may make available software to access the Service via a mobile device (“Mobile Apps”). To use the Mobile Applications, you must have a mobile device that is compatible with the Mobile Service. Workato does not warrant that the Mobile Apps will be compatible with your mobile device. Workato hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Apps for one Workato account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Apps, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Apps to any third party or use the Mobile Apps to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Apps; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Apps, features that prevent or restrict use or copying of any content accessible through the Mobile Apps, or features that enforce limitations on use of the Mobile Apps; or (v) delete the copyright and other proprietary rights notices on the Mobile Apps. You acknowledge that Workato may from time to time issue upgraded versions of the Mobile Apps, and may automatically electronically upgrade the version of the Mobile Apps that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Apps is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Apps or any copy thereof, and Workato or its third party partners or suppliers retain all right, title, and interest in the Mobile Apps (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. Workato reserves all rights not expressly granted under this Agreement. If the Mobile Apps are being acquired on behalf of the United States Government, then the following provision applies: Use, duplication, or disclosure of the Mobile Apps by the U.S. Government is subject to restrictions set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. The Mobile Apps originate in the United States, and is subject to United States export laws and regulations. The Mobile Apps may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Apps may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Apps and the Service. Standard carrier data charges may apply to your use of our Mobile Apps, and User shall be responsible for any such charges.

The following applies to any Mobile Apps you acquire from the iTunes Store (“iTunes-Sourced Apps”): You acknowledge and agree that this Agreement is solely between you and Workato, not Apple, and that Apple has no responsibility for the iTunes-Sourced Apps or content thereof. Your use of the iTunes-Sourced Apps must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iTunes-Sourced Apps. In the event of any failure of the iTunes-Sourced Apps to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Apps to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Apps, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to Workato as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the iTunes-Sourced Apps or your possession and/or use of the iTunes-Sourced Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to Workato as provider of the software. You acknowledge that, in the event of any third-party claim that the iTunes-Sourced Apps or your possession and use of that iTunes-Sourced Apps infringes that third-party’s intellectual property rights, Workato, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and Workato acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the iTunes-Sourced Apps, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the iTunes-Sourced Apps against you as a third-party beneficiary thereof.

21. Notification Procedures and Changes to the Agreement

Workato may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, “push” mobile notification, written or hard copy notice, or through posting of such notice on our website, as determined by Workato in our sole discretion. Workato reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Workato may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the “last modified” date at the top of this page. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service. Workato is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us.

22. Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Workato without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

23. Governing Law, International Use

The Terms of Service will be governed by and construed in accordance with the internal laws of the State of California, without regard to its conflicts of law provisions.  You agree to the personal jurisdiction by and venue in the state and federal courts in Santa Clara County, California, and waive any objection to such jurisdiction or venue.

Although the Service may be accessible worldwide, we make no representation that materials on the Service are appropriate or available for use in locations outside the United States, and accessing the Service from territories where its use is illegal is prohibited.

24. Foreign Users

The Service is controlled and operated from its facilities in the United States. Workato makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Service if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

25. Entire Agreement/Severability

The Terms of Service represent the entire agreement between you and us with respect to the subject matter addressed herein and supersedes all prior to contemporaneous agreements or understandings, written or oral.  The Terms of Service shall be binding upon and inure to the benefit of the parties hereto and their respective successors and lawful assigns.

26. No Waiver

Any failure by us to enforce or exercise any provisions of the Terms of Service shall not constitute a waiver of that right or provision. Our failure to act with respect to a breach by you or others does not waive our rights to act with respect to subsequent or similar breaches.

27. Attorneys’ and Accountants’ Fees

In any action to enforce the Terms of Service, the prevailing party shall be entitled to attorneys’ and accountants’ fees and costs.

28. Contact Us

If you have questions regarding this Agreement or about Workato, please contact us by email at help@workato.com, or at:

Workato, Inc.
20450 Stevens Creek Blvd., Suite 150
Cupertino, CA 95014