Workday® Applications and Add-Ins on Microsoft® Office Store - License Terms
PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE (“LICENSE”) CAREFULLY BEFORE USING ANY APPLICATION OR ADD-IN PROVIDED BY WORKDAY, INC. ON THE MICROSOFT OFFICE STORE BECAUSE THEY FORM A LEGAL AGREEMENT BETWEEN YOU (AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS) (COLLECTIVELY “YOU” OR “YOUR”) ON THE ONE HAND AND THE WORKDAY ENTITY NAMED IN THE APPLICABLE WORKDAY ACCESS AGREEMENT (“WORKDAY”) ON THE OTHER. THESE TERMS APPLY TO ALL APPLICATIONS AND ADD-INS PROVIDED BY WORKDAY ON THE MICROSOFT OFFICE STORE (CURRENTLY INCLUDING WORKDAY FOR OUTLOOK® AND THE WORKDAY PROJECTS INTEGRATION ADD-IN) (“THE SOFTWARE”). IN ORDER TO DOWNLOAD AND USE THE SOFTWARE, YOU MUST BE AN AUTHORIZED PARTY AS THAT TERM IS USED IN THE APPLICABLE WORKDAY ACCESS AGREEMENT. IF YOU ARE NOT AN AUTHORIZED PARTY, YOU MAY NOT USE THE SOFTWARE. BY INSTALLING AND USING THE SOFTWARE YOU ARE AGREEING TO ALL OF THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT DOWNLOAD OR USE THE SOFTWARE.
License. The Software and any documentation accompanying this License are hereby licensed, not sold, to You by Workday for use only under the terms of this License, and Workday reserves all rights not expressly granted to You. This License is limited to a non-exclusive, non-assignable, non-transferable license to use the Software on up to five (5) devices personally owned or controlled by each user who has a Windows Live ID associated with the user’s Office Store Account. The Software may not be available for all devices. You acknowledge and agree that this License is an agreement between You and Workday only and not with Microsoft or any of its distributors or affiliates (“Microsoft”), and that Microsoft is not responsible for the Software or the content thereof. The rights granted herein are limited to Workday’s and its licensors’ intellectual property rights in the Software and do not include any other patents or intellectual property rights. You may own the media on which the Software is recorded but Workday and/or Workday’s licensors retain ownership of the Software itself. The terms of this License will govern any updates and/or upgrades provided by Workday that replace and/or supplement the original Software product, unless such update/upgrade is accompanied by a separate license in which case the terms of that license will govern. Microsoft may, at any time and without notice, restrict, interrupt or prevent use of the Software, or require Workday to do any of the foregoing, without entitling You to any refund, credit or other compensation from Workday or any third party (including, but not limited to, Microsoft or Your network connectivity provider).
License Restrictions/Use of Data. Workday licenses certain software through a subscription service (“Workday Service”). Access to the Workday Service is not authorized under this License and may only be authorized pursuant to a separately executed agreement (“Workday Access Agreement”). The Software is not part of the Workday Service and it is not covered by any of the terms covering use of the Workday Service, including, but not limited to any SLA or support terms. You agree that Your use of the Software will be consistent with, and not violate, the terms and conditions with any applicable Workday Access Agreement. You agree that any information submitted by You to the Workday Service will be subject to, and governed by, the terms and conditions of the applicable Workday Access Agreement. In the event of a conflict with the terms and conditions of any applicable Workday Access Agreement and this License with respect to Your use of the Software, the terms of this License shall prevail. You may not distribute any copies of the Software or make the Software available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Software. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law).
Internet Based Services. The Software may connect to computer systems over an Internet based or wireless network. In some cases, you will not receive a separate notice when they connect. Using the Software operates as your consent to the transmission of standard device information (including but not limited to technical information about your device, system and the Software and peripherals) for Internet based or other wireless services.
You may not use any Internet based service in any way that could harm it or impair anyone else’s use of it or the wireless network. You also may not use any internet based service to try to gain unauthorized access to any service, data, account or network by any means.
Termination. This License is effective until terminated. Your rights under this License will terminate automatically without notice from Workday if You fail to comply with any provision of this License. Workday may terminate this License or Your ability to access the Workday Service through the Software at any time in its sole discretion and without liability. Upon the termination of this License, You shall cease all use of the Software and delete or otherwise destroy all copies, full or partial, of the Software. Upon such termination, all provisions of this License except for the license to use the Software will survive termination and continue in effect.
DISCLAIMER OF WARRANTY AND LIMITATION OF DAMAGES. THE SOFTWARE IS PROVIDED "AS IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. THE LAWS OF CERTAIN LEGAL JURISDICTIONS MAY NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS HEREIN MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER MICROSOFT NOR WORKDAY (NOR ITS AFFILIATES OR LICENSORS) NOR ITS OR THEIR DISTRIBUTORS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE LAWS OF CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS HEREIN MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IN NO EVENT, HOWEVER, WILL WORKDAY’S LIABILITY TO YOU FOR ALL DAMAGES EXCEED ONE HUNDRED DOLLARS ($100). YOU ACKNOWLEDGE THAT MICROSOFT HAS NO OBLIGATION TO ADDRESS ANY CLAIMS MADE BY YOU OR ANY THIRD PARTY RELATING TO THE SOFTWARE, OR YOUR POSSESSION AND/OR USE OF THE SOFTWARE, INCLUDING, BUT NOT LIMITED TO: (I) PRODUCT LIABILITY CLAIMS; (II) INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS; (III) ANY CLAIM THAT THE SOFTWARE FAILS TO CONFORM TO ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENT; AND (IV) CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION. YOU AGREE NOT TO SEEK TO RECOVER ANY DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL INDIRECT OR INDICENTAL DAMAGES FROM MICROSOFT OR ANY DISTRIBUTOR.
Indemnity. You agree to indemnify and hold harmless Workday and its subsidiaries, officers, directors, shareholders, agents and employees from any claim made by any third party due to or arising directly or indirectly out of Your conduct or otherwise in connection with Your use of the Software, any alleged violation by You of the terms of this License, and any alleged violation of any applicable law or regulation.
Intellectual Property Rights. You acknowledge that Workday, not Microsoft, is responsible for addressing any third party claim that the Software, or Your possession and use of the Software, infringes that third party’s intellectual property rights and that Microsoft will have no responsibility for the investigation, defense, settlement or discharge of any such intellectual property infringement claim.
Support. Workday has no obligation to provide installation, maintenance or support services to You for the Software. However, Workday may, even if it is not obligated to, provide limited support to named support contacts under the applicable Workday Access Agreement. You acknowledge and agree that Microsoft has no obligation to furnish any installation, maintenance or support services with respect to the Software.
Legal Compliance. You are responsible for complying with all laws applicable to Your use of the Software. You represent and warrant that (i) You are not located in a country that is subject to U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) You are not listed on any U.S. Government list of prohibited or restricted parties; and (iii) You will not export or re-export the Software to any prohibited country, person, end user or entity specified by U.S. Government.
Miscellaneous. You agree that if Workday does not exercise or enforce any legal right or remedy which is contained in this License (or which Workday has the benefit of under any applicable law), this will not be taken to be a formal waiver of Workday’s rights and that those rights or remedies will still be available to Workday. You agree that this is the entire agreement between You and Workday governing Your use of the Software and if any court of law, having the jurisdiction to decide on this matter, rules that any provision of this License is invalid, then that provision will be removed from this License without affecting the remainder of this License. The remaining provisions of this License will continue to be valid and enforceable. You agree that this License will be governed by the laws of the State of California, USA without regard to its conflict of laws provisions. You and Workday agree to submit to the exclusive jurisdiction and venue of the courts located within the county of Alameda, California, USA to resolve any legal matter arising from this License. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties acknowledge and agree that Microsoft, and Microsoft’s subsidiaries and Distributors, are third party beneficiaries of this License, and that, upon Your acceptance of the terms and conditions of this License, Microsoft will have the right (and will be deemed to have accepted the right) to enforce this License against You as a third party beneficiary hereof. To ensure the improvement of the Software, limited aggregate data may be available to Workday upon its written request. In the event of a conflict or inconsistency between the English language version of this License and any non-English language version, the English language version shall govern.
Contact Information. Questions, comments, complaints or claims relating to the Software or this License should be addressed to Workday at:
Workday, Inc.
6230 Stoneridge Mall Road
Pleasanton, CA 94588 USA
925-951-9000
Microsoft and Outlook are registered trademarks of Microsoft Corporation in the United States and/or other countries.
Workday is a registered trademark of Workday, Inc.
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