1. Your acceptance of these terms
These Terms contain the terms and conditions that govern your use of and access to our Website and also describe your rights and responsibilities and what you can expect from your use of our Website. By accessing and using our Website, you are accepting these Terms and you may not access or use our Website if you do not accept these Terms. You may only access and use the Website in compliance with these Terms and only if you have the power to form a contract with ATLAS Workbase. These Terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and limit the remedies available to you in the event of a dispute. Please see Section 10, below, for more information.
2. Changes to these terms
ATLAS Workbase reserves the right to add, delete, and/or modify any part of these Terms at any time and in its sole discretion by posting a change notice on our Website. In the event of substantive changes to these Terms and if you have provided us with your email address, you may be notified by email of such changes. If any change to these Terms is unacceptable to you, you should immediately cease using the Website. Your continued use of the Website following the posting of a change notice on the Website or via email will constitute your binding acceptance of such changes.
3. Accessing the website
3.1 License to you
ATLAS Workbase grants you a limited, revocable, nonexclusive, nontransferable right to access the Website for personal, non-commercial use. ATLAS Workbase and its licensors own and shall retain all rights, title and interest in and to the Website and all modifications and improvements thereto (including any made by or with your participation), and, unless otherwise agreed in writing, all intellectual property rights therein (collectively, “Our Property”). You covenant not to challenge our exclusive ownership of Our Property or directly or indirectly assert any rights inconsistent with our ownership of Our Property.
3.2 License from you
By sending or submitting messages to ATLAS Workbase about the Website, including but not limited to images, suggestions, ideas, or any other feedback you have generated (collectively, the “Feedback”), you automatically grant, and you represent and warrant that you have the right to grant, to ATLAS Workbase an irrevocable, perpetual, non-exclusive, fully-paid, worldwide license to use, copy, publicly perform, publicly display, distribute, sublicense, and prepare derivative works of the Feedback.
4. Permissible uses of the website
You may only use the Website as expressly permitted by ATLAS Workbase and only for lawful purposes. Furthermore, you agree that you will not do any of the following:
- Use any robot, spider, script, scraper, deep link or other similar automated data gathering or extraction tools, programs, algorithm or methodology to access, acquire, copy or monitor the Website or any portion of the Website without our prior written consent;
- Use the Website in any manner that could damage, disable, overburden, disrupt or impair any ATLAS Workbase server, the network(s) connected to any ATLAS Workbase server, or interfere with any other party’s use and enjoyment of the Website;
- Disobey any applicable policies or regulations of networks connected to the Website;
- Modify, adapt, translate or reverse engineer the Website;
- Frame or reformat the Website in any way; or
- Register an account with us using any automated means or under false pretenses.
From time to time, ATLAS Workbase may distribute promotional items (e.g., free day passes) (“Promotions”) to individuals who are not ATLAS Workbase members (defined as individuals or entities with an active and valid ATLAS Workbase membership) and who are at least 18 years old (each, a “Promotion Recipient”). No purchase is necessary to receive Promotions and they are void where prohibited or restricted by law.
5.2 Promotional Offers
Each Promotion Recipient is limited to redeeming one Promotion per Promotion type (e.g., you may only redeem one free day pass in total). Each Promotion is valid for a period of one year from the date of the Promotion Recipient’s receipt of such Promotion.
5.3 Terms and Conditions
By redeeming a Promotion, you consent to ATLAS Workbase’s use, reproduction, and/or publication of photographs and/or video that may pertain you, including your image, likeness and/or voice as recorded on audio or videotape without payment or any other consideration. You further acknowledge and understand that your image may be edited, copied, exhibited, published or distributed and waive the right to inspect or approve the finished product wherein your likeness appears. Additionally, you waive any right to royalties or other compensation arising or related to the use of your image or recording. You also understand that photographic, audio or video recordings may be used in various settings, including but not limited to, conference, educational, and/or informational presentations; promotional or informational videos; on the Website or other online platforms; or for other related endeavors in perpetuity.
Further, by redeeming a Promotion, in addition to any rules, policies and/or procedures included herein and/or those specific to a particular ATLAS Workbase location, you acknowledge and agree to abide by (i) the ATLAS Workbase Code of Conduct and (ii) the Technology Acceptable Use Policy, as incorporated herein by reference and as such may be amended from time to time.
6. Warranty Disclaimer
ATLAS WORKBASE PROVIDES THE WEBSITE AND ANY PROMOTION ON AN “AS IS” AND “AS AVAILABLE” BASIS. ATLAS WORKBASE DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. ATLAS WORKBASE MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON INFRINGEMENT.
7. Limitation of liability
ATLAS WORKBASE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA, OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO, OR CONNECTED WITH THE USE OF THE WEBSITE, ANDY PROMOTION, OR THESE TERMS, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR A BREACH OF A PARTY’S REPRESENTATIONS AND WARRANTIES UNDER THESE TERMS OR IN CONNECTION WITH YOUR INDEMNITY OBLIGATIONS UNDER THESE TERMS, IN NO EVENT WILL THE LIABILITY OF EITHER PARTY IN CONNECTION WITH THESE TERMS EXCEED $100 OR THE AMOUNT DIRECTLY PAID BY YOU TO US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GIVES RISE TO SUCH LIABILITY, WHICHEVER IS LESS.
You will indemnify and hold ATLAS Workbase, its directors, officers, employees, agents, and licensors harmless with respect to any damage, loss, expense, suit, or claim, including attorneys’ fees and costs (collectively, a “Claim”) arising out of (i) your breach of these Terms, (ii) any third party Claim arising out of your misuse of the Website, or (iii) your acceptance or redemption of any Promotion. If you are required to indemnify ATLAS Workbase under this section, ATLAS Workbase will have the right to control the defense, settlement, and resolution of any Claim at your sole expense. You may not settle or otherwise resolve any Claim without ATLAS Workbase’ express written permission.
9. Dispute Resolution
9.1 Mandatory Arbitration
Any controversy, claim or dispute of whatever nature arising between the parties arising out of or relating to the Agreement or the breach, termination, enforceability, scope, or validity thereof, whether such claim existed prior to or arises on or after the execution date (a “Dispute”), will be resolved by binding arbitration in King County, WA, USA or other location agreed upon by ATLAS Workbase. The prevailing party in any such action will be entitled to recover all costs, including reasonable attorneys’ fees, at trial and on any appeal or petition for review, incurred in enforcing the terms of this Agreement or other agreement including these terms.
Neither party will commence an arbitration proceeding pursuant to the provisions set forth below unless that party first gives a written notice (a “Dispute Notice”) to the other party setting forth the nature of the Dispute. The parties must attempt in good faith to resolve the Dispute through discussions between the parties’ executive officers.
- If the Dispute has not been resolved as provided in this Section within sixty (60) days after receipt of the Dispute Notice, or if a party fails to participate in those discussions, then the Dispute will be determined by binding arbitration. The arbitration will be conducted in accordance with such rules as may be agreed upon by the parties, or failing agreement within thirty (30) days after arbitration is demanded, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The Dispute will be determined by one arbitrator, except that if the Dispute involves an amount in excess of $1,000,000 (exclusive of interest and costs), three arbitrators will be appointed.
- Persons eligible to serve as arbitrators need not be members of the AAA, but they must have professional credentials demonstrating the ability to handle a matter of the scope and complexity of the Dispute. The arbitrator(s) will base the award on the applicable law and judicial precedent that would apply if the Dispute were decided by a United States District Court Judge and the arbitrator(s) will have no authority to render an award, which is inconsistent therewith. The award must be in writing and include the findings of fact and conclusions of law upon which it is based.
- Unless the parties agree otherwise, discovery will be limited to an exchange of directly relevant documents. Depositions will not be taken except as needed in lieu of a live appearance or upon mutual agreement of the parties. The arbitrator(s) will resolve any discovery disputes. The arbitrator(s) and counsel of record will have the power of subpoena process as provided by law. The parties knowingly and voluntarily waive their rights to have any Dispute tried and adjudicated by a judge or a jury.
- The arbitration will be governed by the substantive laws of the State of Washington, without regard to conflicts-of-law rules, and the Federal Arbitration Act (Title 9, U.S. Code). Judgment upon the award rendered may be entered in any court having jurisdiction. Notwithstanding the foregoing, upon the application by either party to a court for an order confirming, modifying or vacating the award, the court will have the power to review whether, as a matter of law based on the findings of fact determined by the arbitrator(s), the award should be confirmed, modified, or vacated in order to correct any errors of law made by the arbitrator(s). In order to effectuate such judicial review limited to issues of law, the parties agree (and will stipulate to the court) that the findings of fact made by the arbitrator(s) will be final and binding on the parties and will serve as the facts to be submitted to and relied upon by the court in determining the extent to which the award should be confirmed, modified, or vacated.
- Except as otherwise required by law, the parties and the arbitrator(s) agree to keep confidential and not disclose to third parties any information or documents obtained in connection with the arbitration process, including the resolution of the Dispute. If either party fails to proceed with arbitration as provided in the this Agreement, or unsuccessfully seeks to stay the arbitration, or fails to comply with the arbitration award, or is unsuccessful in vacating or modifying the award pursuant to a petition or application for judicial review, the other party will be entitled to be awarded costs, including reasonable attorney’s fees, paid or incurred in successfully compelling such arbitration or defending against the attempt to stay, vacate or modify such arbitration award and/or successfully defending or enforcing the award.
9.3 Damages waiver
Both parties hereby waive any and all rights it may have to receive exemplary or punitive damages with respect to any claim it may have against the other party, it being agreed that no party will be entitled to receive money damages in excess of its actual compensatory damages, notwithstanding any contrary provision contained in this Agreement or otherwise. Notwithstanding any contrary provisions in this Section 8, the parties recognize that certain business relationships could give rise to the need for one or more of the parties to seek emergency, provisional or summary relief to repossess and sell or otherwise dispose of goods, equipment and/or fixtures, to prevent the sale or transfer of goods, equipment and/or fixtures, to protect real or personal property from injury, or to obtain possession of real estate and terminate leasehold interests, and for temporary injunctive relief. Immediately following the issuance of any such relief, the parties agree to the stay of any judicial proceedings pending mediation or arbitration of all underlying claims between the parties.
9.4 Class action waiver
Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general action, unless both you and ATLAS Workbase specifically agree to do so in writing following initiation of an action. This provision is not applicable to the extent such waiver is prohibited by law.
9.5 Right to opt out of class action waiver and binding arbitration
If you do not wish to be bound by the class action waiver or individual arbitration provisions in this section, you must notify ATLAS Workbase in writing within 30 days of the date that you accept these Terms, unless the law requires a longer period.
All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) U.S. Mail, (ii) overnight courier, or (iii) electronic mail. If you give notice to ATLAS Workbase, you must use the following mailing address, Attn: Legal, ATLAS Workbase, 500 Mercer Street, Seattle, WA 98109, or send an email to firstname.lastname@example.org. If we provide notice to you, we will use the contact information provided by you to us. All notices will be deemed received as follows: (i) if by delivery by U.S. Mail, five (5) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no “system error” or other non-delivery notice is generated. If applicable law requires that a given communication be “in writing,” you agree that email communication will satisfy the requirement.
These Terms will be binding upon each party hereto and its successors and permitted assigns, and governed by and construed in accordance with the laws of the State of Washington, without reference to conflict of law principles. These Terms (including all of the policies and other agreements described in these Terms, which are incorporated herein by this reference) contain all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power, or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power, or privilege preclude any other or further exercise of any such right, power, or privilege. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision of these Terms, all of which will remain in full force and effect. The headings used throughout these Terms are merely descriptive and not operative and have no legal or contractual effect.
12. Comments and questions
If you have any comments or questions about these terms, you may address them to ATLAS Workbase, 500 Mercer Street, Seattle, WA 98109, or via email at email@example.com.