All content that is made available to view and/or download in connection with the Site is the copyrighted work of and is owned by Workpail and/or its licensors or subscribers, as applicable, and is protected by copyright and other laws and international treaty provisions. You may not copy, modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any such content without the express written permission of Workpail, LLC (“Workpail”) and the copyright owner. You may not frame or otherwise include the Site within any other website or software.
"Workpail," the Workpail logo, “Inkpad Notepad” and the “Inkpad Notepad” logo are trademarks of Workpail and are protected by law. All other names of companies and products mentioned may be trademarks of their respective owners. You may not copy, display or use any of these marks without prior written permission of the mark owner.
Data Sync, Storage and Confidentiality
After setting up your account and downloading our Software, you can select the Data you want to sync and/or store. You can change the Data you want to sync or store whenever you want. In order to make the Service available to you, we need your permission to sync and store your Data. Accordingly, you hereby grant to Workpail a license: (i) to use, copy, transmit, distribute, store and cache Data that you choose to sync and/or store; and (ii) to copy, transmit, publish, and distribute to others the Data as you designate, whether through the sharing or another feature of the Service, in each case solely to provide the Service to you.
Free Accounts don't have all the features of Paid Accounts and are subject to limitations as implemented by Workpail from time to time. For example, you may only sync a limited amount of your data in a given time period with other devices using a Free Account. A Free Account may be terminated by Workpail without prior notice to you. A Free Account holder may upgrade to a Paid Account by following the Inkpad Notepad upgrade procedures available at www.inkpadnotepad.com.
Subscription Period and Subscription Fees
Subscription Period. The subscription period for Paid Accounts can be month-to-month or yearly (“Subscription Period”). For Free Accounts, the Subscription Period is for the duration of your Free Account which is determined by Workpail and subject to change without notice.
Subscription Fees. Paid Accounts are subject to fees based upon the account type you've selected (“Subscription Fees”) which are stated on Inkpad Notepad's website. If you set up a Paid Account
but don't cancel it by the end of the subscription period or downgrade to a Free Account, Workpail will charge your credit card the current fee for the type of account you've chosen, plus applicable taxes. For Inkpad Notepad renewals, Workpail will automatically charge your credit card the amount of the subscription fee at the time of the renewal for your type of account, plus applicable taxes. All payments are non-refundable. To the extent that payment mechanisms are provided through third parties, you agree that Workpail shall have no liability to you arising out of the acts or omissions of such third parties. BY CREATING A PAID ACCOUNT ACCOUNT YOU CONSENT TO ALLOW WORKPAIL TO CHARGE YOUR CREDIT CARD, EITHER DIRECTLY OR THROUGH ITS PAYMENT PROCESSOR(S), FOR THE AMOUNTS DUE FOR YOUR INITIAL SUBSCRIPTION PERIOD AND FOR ADDITIONAL SUBSCRIPTION PERIODS UNTIL YOUR ACCOUNT IS CANCELED, TERMINATED, OR DOWNGRADED TO A FREE ACCOUNT FROM A PAID ACCOUNT.
Renewals and Cancellations
Accounts subject to Subscription Fees shall automatically renew for the same Subscription Period unless you cancel the account or you downgrade to a Free Account by the end of the then-current Subscription Period. You can cancel your account at any time at the premium checkout page accessible through your settings page available on www.inkpadnotepad.com. Cancellation will be effective immediately. Please note that after you cancel your account, you will not be able to use or access the Paid Service's features and you will not be entitled to a refund of any fees that you've paid. Workpail shall give you advance notice of any price increases and you will be charged, and agree that Workpail may charge your credit card, for such increases unless you cancel your account or downgrade to a Free Account prior to the end of your then-current account Subscription Period
Upgrades and Downgrades
Account Upgrades. You can upgrade your Free Account at any time by following the steps outlined on Inkpad Notepad's website: www.inkpadnotepad.com.
Downgrades. You can downgrade from a Paid Account to a Free Account at any time. Any downgrade, however, will apply and you will be charged for the downgraded account type only after the end of the Subscription Period for your existing account.
IT IS YOUR RESPONSIBILITY TO DECREASE THE AMOUNT OF DATA TO BE SYNCHRONIZED/STORED TO MEET THE REQUIREMENTS OF YOUR NEW, DOWNGRADED ACCOUNT TYPE. IN ORDER TO DOWNGRADE YOUR ACCOUNT, YOU MUST DECREASE THE AMOUNT OF DATA TO BE SYNCHRONIZED/STORED TO AN AMOUNT EQUAL TO OR LOWER THAN THE LIMITS OF THE NEW ACCOUNT TYPE, OR, IF YOU'RE DOWNGRADING TO A FREE ACCOUNT, THE LIMITS OF THE FREE ACCOUNT. IF YOU DO NOT DECREASE THE AMOUNT OF DATA TO BE SYNCHRONIZED/STORED TO MEET THE REQUIREMENTS OF THE DOWNGRADED ACCOUNT PRIOR TO THE END OF THE SUBSCRIPTION PERIOD FOR YOUR EXISTING ACCOUNT (OR PRIOR TO THE END OF THE FREE TRIAL, IF APPLICABLE), YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCOUNT MAY NOT BE CHANGED TO THE DOWNGRADED ACCOUNT TYPE AND YOU MAY BE CHARGED THE SUBSCRIPTION FEE FOR YOUR EXISTING ACCOUNT TYPE. For example, if you downgrade from a Paid Account to a Free Account, you must limit the Data that you store (and, if required, permanently delete Data in your folders) to thirty (30) megabytes of data or less. If you don't, you consent to allow Workpail, at Workpail's sole discretion to either renew your previous subscription at the current Subscription Fee for the Subscription Service that you had or to
allow Workpail to delete your data so that it is no more than 30 megabytes and agree to hold Workpail harmless and without liability for any damages that occur due to said data deletion.
Requirements to Use the Service
To use the Service, you'll need to have a mobile phone and wireless plan with necessary wireless data features and a computer with internet access. Your use of mobile phone features may result in increased charges from your wireless carrier. You are responsible for paying all wireless charges and for all equipment and other third party services you use to access Service. You must have all necessary rights to grant the licenses to Workpail set forth in these Terms and you represent and warrant to Workpail that you have such rights and that Workpail's exercise of the licenses will not violate applicable law or infringe or violate the rights of any party. You understand and agree that the Service may include certain communications from Workpail, such as service announcements and administrative messages, and that these communications are considered part of your subscription and you will not be able to opt out of receiving them.
Your account and any specific URL associated with your account are for your individual use only. You may not resell accounts or any account features. You agree that you will not use the Service to disseminate any advertising, promotional materials, or spam. You acknowledge and agree that Workpail reserves the right to establish limits on the number and size of messages transmitted through the Service and/or the size of data that can be made available through a public link. Further, you acknowledge that Workpail may limit the number of devices that can sync data between them to a reasonable number (as determined in Workpail's sole discretion). You agree that you will not use the Software or Service to create, copy, store, transmit, share or distribute any Data, images, sounds, messages or other material which are copyrighted or otherwise protected unless you have permission to do so, obscene (as determined in Workpail's sole discretion), harassing, racist, malicious, fraudulent or libelous, contain nudity, harmful, violate or infringe the rights of third parties, or expose Workpail to any actual or potential civil or criminal liability. Workpail reserves the right in its sole discretion to take any action that it deems necessary if you violate these Terms, including suspension or termination of your account.
Workpail uses reasonable efforts to make the Service available 7 days a week 24 hours a day. Workpail does not, however, guarantee availability of the Service, and shall not have any liability to you for any unavailability of the Service, and is under no obligation to provide you with maintenance, technical support or updates for the Software or Service unless provided in conjunction with your plan type and, if provided, in the manner as determined by Workpail from time to time. We reserve the right to suspend access to your account if your use of the Service disrupts, impedes or otherwise negatively impacts the operation of our Service or use of our Service by other customers.
You agree that you shall not store confidential and/or sensitive information (as determined by
Workpail) which may include, but is not limited to, credit or debit card information, bank account information, or passwords on the Services. YOU SHALL HOLD WORKPAIL AND ANY OTHER ENTITY ASSOCIATED WITH WORKPAIL HARMLESS AND WITHOUTH LIABILITIES IN THE EVENT OF DISSEMINATION OF SENSITIVE INFORMATION REGARDLESS OF FAULT.
License to Use the Service and Software
License. Subject to these Terms, Workpail grants you a non-exclusive, non-transferable license when you set up an Inkpad Notepad account, to: (i) download and install the Software on devices within your possession and control, subject to limitations for Free Accounts, Paid Accounts, and other device limitations as required by Workpail from time to time; and (ii) use the Software to access and use the Service for your own use. Except for the foregoing license grant, these Terms do not grant you any rights to patents, copyrights, trade secrets, trademarks, source code, or any other right, title or interest in the Software or Service, ownership of which is retained by Workpail and its suppliers, as applicable. Software updates are governed by these Terms. The Software is licensed, not sold, to you for use only under these Terms, and Workpail reserves all rights not expressly granted to you. Elements of the Software may not be used separate from the Software as a whole unless subject to a license granting separate use. Except as expressly authorized in these Terms or allowed by applicable law, you may not use, copy, modify, reverse engineer, disassemble, decompile, modify, or transfer the Software, or otherwise attempt to derive the source code of the Software, or authorize any third party to do any of the foregoing.
Compliance with Laws. You agree to comply with any local laws and regulations regarding your right to download, install, import, export or use the Software and/or Service. You acknowledge and agree that the Software is controlled for export purposes and that your use of the Software may be subject to audit to ensure compliance with these Terms. You agree to (i) strictly comply with all United States export laws and regulations, including, but not limited to the U.S. Department of Commerce (DOC) Export Administration Regulations (EAR), the Office of Foreign Asset Control (OFAC) regulations as administered by the Department of Treasury, and all treaties, Executive Orders, laws, statutes, amendments, or supplement thereto, including all applicable international, national, state, regional and local laws, and regulations (ii) not export, re-export or transfer, directly or indirectly, the Software to any prohibited country outlined in the EAR, or to any denied person, entity, or against any general denial order, as listed with the DOC as follows: Denied Persons List, Entities List, the Unverified List, and General Order No. 3 to Supplement No. 1 to Part 736 of the EAR, or on any OFAC list, currently the Specially Designated Nationals, Specially Designated Narcotics Traffickers, or Specially Designated Terrorists, (iii) not export, or re-export the Software to any military entity or military end-use not authorized under the applicable provision of the EAR, and (iv) not to export or re- export into Cuba, Iran, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; (v) not to license, sell, provide or distribute the Software for any prohibited use or to any prohibited end user.
Governments. The Software is a “commercial item,” as that term is defined in 48 C.F.R. 2.101 (Oct. 1995), consisting of “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Software with only those rights set forth in these Terms. THE SOFTWARE IS PROTECTED BY UNITED STATES COPYRIGHT LAW AND INTERNATIONAL TREATY. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL
AND CRIMINAL PENALTIES.
Term and Termination
Your rights to use the Service and Software are effective through the end of applicable Subscription Period unless earlier terminated. These Terms will terminate immediately without notice to you upon the earlier of (i) notice of your election to cancel your account, (ii) the posting of a new version of these Terms on the Workpail website with notice to you (which you acknowledge that Workpail may provide by any means, including without limitation, by posting on the Inkpad Notepad website), in which case the new Terms shall apply to you and shall take effect immediately; provided, however, that such immediate changes are not allowed by applicable law in which case they shall take effect at the renewal of your Subscription Period, or (iii) your breach or failure to comply with any term or condition of these Terms. Further, Workpail reserves the right to terminate these Terms and your account without prior notice and without liability to you upon requests by government and/or law enforcement agencies.
For Free Accounts, storage space, data syncing, bandwidth availability, and account features may be limited, modified or suspended, and the Free Account may be terminated, by Workpail at any time at its sole discretion without notice or liability to you. Workpail may terminate your Paid Account (i) effective as of the end of the then-current Subscription Period for any reason or no reason and without liability to you; and (ii) without cause during the Subscription Period provided that Workpail returns a pro rata portion of the Subscription Fee to the party who has paid for the account.
Upon termination, the licenses granted to you by Workpail shall cease, you will not be able to access or retrieve any Data stored in your account, and you shall promptly destroy the Software or return the Software to Workpail. If you terminate your account, you agree that Workpail may keep your Data on its servers for reasonable time thereafter to enable you to easily renew if you so desire.
In the event of expiration or termination of your account, the representations made by you in these Terms and the Sections entitled “Compliance with Laws,” “Governments,” “Term and Termination,” “Rights of Co-Brand Partners,” “Disclaimer of Warranties,” “Limitation of Liability,” “Indemnification,” and “General” shall survive such expiration or termination.
Disclaimer of Warranties
THE SOFTWARE AND THE SERVICE ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKPAIL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WORKPAIL DOES NOT WARRANT THAT: (I) THE USE OR QUALITY OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, TIMELY, SECURE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS; (II) THE RESULTS OBTAINED FROM USE OF THE SOFTWARE OR SERVICE WILL BE ACCURATE OR RELIABLE; OR (III) ANY ERRORS IN THE SOFTWARE OR THE SERVICE WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE AND SERVICE REMAINS WITH YOU. WORKPAIL SHALL NOT HAVE ANY LIABILITY TO YOU ARISING FROM ANY DATA UPLOADED OR DOWNLOADED USING THE EMAIL OR SHARE FEATURES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WORKPAIL OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (AND WITH RESPECT TO FREE ACCOUNTS AND WORKPAIL SUPPLIERS, FOR ANY DIRECT DAMAGES), INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION OR DATA, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF THIS AGREEMENT OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE OR THE SERVICE EVEN IF WORKPAIL OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES/ JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold Workpail and its members, officers, directors, employees, agents, licensors, and suppliers harmless from and against all claims, liabilities, losses, expenses, damages, and costs, including but not limited to reasonable attorneys' fees, resulting from (i) a violation or breach of these Terms by you, (ii) any activity related to access or use of your account (including but not limited to negligent or wrongful conduct) by you or any other person accessing or using your account and/or Data, or (iii) Workpail's authorized use of data, files, Data or other content provided by you or obtained by Workpail as authorized by you under these Terms.
Following the requirements of 47 U.S.C. Section 230(d), as amended, we hereby notify you that parental control protections are commercially available that may assist you in limiting access to material that is harmful to minors. For more information on how to obtain such protections see GetNetWise (http://kids.getnetwise.org/) and OnGuard Online (http://onguardonline.gov/). Workpail does not endorse any particular provider or service that enables parental controls. As required under The Electronic Commerce Act of 1984, Workpail provides you with the following specific consumer rights notice regarding: The Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs may be contacted by mail at 1625 North Market Blvd., Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210. Workpail, LLC provides Inkpad Notepad and may be contacted by mail at 60 Main St., #3, Cummington, MA 01026 or by telephone at 413-570-0743. You agree that conflicts of laws principles of such laws, the Uniform Computer Information Transactions Act, and the United Nations Convention on Contracts for the International Sale of Goods (1980) and its successors are excluded in their entirety from application to these Terms. The parties consent to have any controversies arising out of these Terms, its interpretation or the relationship between the parties settled in the exclusive jurisdiction of and venue in Hampshire County located in the Commonwealth of Massachusetts (or in the Springfield location of the District of Massachusetts in the event of a federal claim) in accordance with the rules of the American Arbitration Association, and the judgment upon award may be entered in any court having jurisdiction thereof. Neither these Terms nor any rights or obligations of you hereunder may be assigned by you in whole or in part without the prior written approval of Workpail. Any assignment in violation of the foregoing shall be null and void. If any part of these Terms is for any reason found to be invalid, illegal or unenforceable, all other parts nevertheless remain valid, legal and enforceable. In lieu of the
unenforceable provision, the parties agree that the court should attempt effect as much as possible the economic, legal and business objectives as were intended by the unenforceable provision. Workpail shall not be liable for any delay in the performance hereunder due to causes beyond its control, including but not limited to an act of God, war or natural disaster. These Terms set forth the entire understanding and complete and exclusive statement of the agreement between Workpail and you and they supersede any proposal or prior agreement, oral or written, and any other communications between the parties in relation to the subject matter of these Terms. You have no third party beneficiaries to these Terms. Notwithstanding any law, rule or regulation to the contrary, you agree that any claim or cause of action you may have arising out of these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
© 2011 Workpail, LLC Last updated June 9, 2011
Workpail, LLC (“Workpail”) respects the intellectual property of others, and we expect our users to do the same. Workpail may suspend and/or terminate the accounts of users who infringe the rights of others. If you believe that your copyrights or other intellectual property rights have been infringed by postings of others through the Service, you should provide Workpail with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; a description of the copyrighted work or other intellectual property that you claim has been infringed; a description of where the material that you claim is infringing is located on the site; your address, telephone number, and email address; a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Please contact Workpail for Notice of claims of copyright or other intellectual property infringement as follows: By mail: Workpail, LLC 60 Main St., #3 Cummington, MA 01026 By phone: 413-570-0743 By email: firstname.lastname@example.org