Beta testing agreement.
Warranty Disclaimer. THE PARTIES ACKNOWLEDGE THAT THE SERVICE IS CURRENTLY BETA IN NATURE AND THAT THE SERVICE IS PROVIDED "AS IS" AND MAY NOT BE FUNCTIONAL ON ANY MACHINE OR IN ANY ENVIRONMENT. COMPANY MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRINGEMENT. FURTHER, COMPANY DOES NOT WARRANT RESULTS OF USE OR THAT THE SERVICE IS BUG FREE OR ERROR FREE OR THAT ITS USE WILL BE UNINTERRUPTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
1. The Service
1.1 Provision of the Service
Thank you for your interest in Workbench. The services available at cjworkbench.org are operated by Columbia School of Journalism (“Company”) and include a website – https://www.workbenchdata.com(“Website”), a “software as a service” (SaaS) application made available through the Website (“Application“), along with other features, content, networks that are offered in connection with the Website or the Application (collectively referred to as the “Service”). These Terms set the legally binding terms for using the Service.
Company shall choose, in its sole discretion, the equipment, tools, system, software and hardware to be used in order to provide You with the Service. The Service shall be provided through Company’s servers and/or third party's external servers or cloud-based servers services used by Company, to be determined by Company in its sole discretion.
1.2. Eligibility to Use the Service
By using the Service, You represent that: a) You are the age of majority in Your jurisdiction; b) Your use of the Service does not violate any applicable law or regulation; c) all required information that You submit or post in order to use the Service is accurate and You will maintain the accuracy of the information at all times. If Company is informed or has reason to believe that You are not eligible to use the Service or that You become ineligible, Your use may be suspended or terminated without notice and Your account may be suspended, blocked and/or deleted, at Company's sole discretion.
1.3 Accounts and Registration.
To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org.
1.4 Changes in the Service
Notwithstanding anything to the contrary, Company reserves the right to suspend, discontinue, modify, or remove any Service offered from time to time, without prior notice, without reason or liability, and/or to offer certain services only in various versions or in selected times, based on Company’s sole discretion.
In addition, Company expressly reserves the right to charge You, in the future, for Service which are currently available for free. Company will not charge You for using the Service, before receiving Your consent, however Company reserves the right to terminate Your account with Company and/or Your use of the Service, in whole or in part, should You refuse to provide such consent and payment if and when so required.
You acknowledge that, in the course of using and accessing the Service, currently in beta, and performing your duties under this Agreement, You may obtain or develop information relating to the Service and/or to Company ("Confidential Information"), including, but not limited to the Service, code, technology, algorithms, schematics, testing procedures, user interface, documentation, problem reports, analysis and performance information, inventions (whether patentable or not), and other technical, business, product, marketing, financial and customer information, plans and data. During and after the term of this Agreement, You shall hold in confidence and protect, and shall not use (except as expressly authorized by this Agreement or by the AGPL3 Licence) or disclose, Confidential Information, unless such Confidential Information becomes part of the public domain without breach of this Agreement by You. You shall not, without the prior written consent of Company, disclose or otherwise make available the Service, documentation or other supporting materials, including any information relating to the performance or operation of the Service (including any testing results, opinions, benchmarking or other evaluation conclusions), or copies thereof to any third party. You acknowledge and agree that due to the unique nature of Company's Confidential Information, there can be no adequate remedy at law for any breach of Your obligations hereunder, that any such breach may allow You or third parties to unfairly compete with Company resulting in irreparable harm to Company, and therefore, that upon any such breach or threat thereof, Company shall be entitled to injunctions and other appropriate equitable relief in addition to whatever remedies it may have at law. For clarity, Feedback constitutes Confidential Information.
3. User Content
3.1 User Content Generally.
Certain features of the Service permit users to upload content to the Service, including spreadsheets, text, and other types of works (“User Content”) and to publish User Content on the Service. You retain copyright and any other proprietary rights that you may hold in the User Content that you post to the Service.
3.2 Limited License Grant to Company.
By posting or publishing User Content, you grant Company a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed. For User Content that you specify will be shared only with specific users or groups, Company will generally only share that information with those users or groups, unless you further revise any applicable sharing settings within your account.
- Limited License Grant to Other Users.
By posting or sharing User Content with other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
- User Content Representations and Warranties.
You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
- you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Company and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by Company, the Service, and these Terms; and
- your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Company to violate any law or regulation.
- User Content Disclaimer.
We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Company may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Company with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Company does not permit copyright-infringing activities on the Service.
4. Third-Party Service and Linked Websites.
Company may provide tools through the Service that enable you to import or export information, including User Content, to third party services, including through features that allow you to link your account on Company with an account on the third party service, such as Google Drive, CKAN or Dropbox. By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.
5. Offensive or Illegal Use.
BY USING THE SERVICE YOU AGREE NOT TO:
- use the Service for any illegal purpose or in violation of any local, state, national, or international law;
- violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
- post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
- interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
- interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;
- perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
- sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 12) or any right or ability to view, access, or use any Material; or
- attempt to do any of the acts described in this Section 7, or assist or permit any person in engaging in any of the acts described in this Section 7.
Company reserves the right to remove any content, information and/or data created, edited, posted, uploaded, transmitted or otherwise provided by You which deems to be in contrast with any of the terms set forth herein, in Company's sole discretion, and/or to take action against user who uses the Website, Application and/or any of the Service (or any of its functionalities) for offensive, illegal or harming purposes or otherwise not in full compliance with this Terms, including, but not limited to, suspending or terminating any or all use of the Service, in any way or manner, and/or terminating Your account.
6. Term and Termination.
These Terms are and shall remain in full force and effect as long as You make any usage of the Service (either under a Free Trial or a Paid Plan or otherwise) and/or Your account is not terminated. You may terminate your account and/or Your Free Trial or Paid Plan at any time and in Your sole discretion, with no need for justification, by (i) disabling your account on Company web application OR contacting Company in writing and requesting to disable/delete Your account, and (ii) discontinuing Your use of the Service ("Termination Notice"). If You are under a Paid Plan, any Termination Notice You provide shall be effective only as of Your next Subscription Period. We may terminate Your account and/or Your Paid Plan at any time, in whole or in part, for any reason upon providing You with fourteen (14) days’ written notice.
Upon any termination or expiration of these Terms, all licenses, and any other rights and services provided by Us to You in these Terms, shall cease immediately, and You shall immediately (i) pay all outstanding balances, and (ii) cease all use of the Service.
8. Modification of these Terms.
We reserve the right, at our discretion, to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we will email you a notification of the applicable changes; by continuing to use the Service after the email notification, you accept the modified Terms. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
9. Ownership; Proprietary Rights.
The Service is owned and operated by Columbia School of Journalism. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Company are protected by intellectual property and other laws. All Materials included in the Service are the property of Company or our third-party licensors. Except as expressly authorized by Columbia School of Journalism or under the scope of the AGPL3 Licence you may not make use of the Materials. Company reserves all rights to the Materials not granted expressly in these Terms.
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Company an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
11. Governing Law.
These Terms are governed by the laws of the State of California without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then you and Company agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco, California for the purpose of litigating any dispute. We operate the Service from our offices in California and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
12. Entire Agreement.
13. Limitation of Liability.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL COMPANY BE LIABLE TO YOU OR ANY OTHER PERSON (I) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER (INCLUDING WITHOUT LIMITATION ANY LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES) OR (II) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. COMPANY’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO COMPANY (IF ANY) OR $100 (U.S.), WHICHEVER IS GREATER, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE COMPANY’S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. ALL THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.