Legal Information

Please read these terms of use and the incorporated documents carefully and in their entirety before continuing to use the website. By accessing and continuing to use the website and related services you agree to be bound by these terms of use (as may be modified from time to time) as set forth below.

These terms and conditions of use constitute a binding agreement between you and Worktop, LLC ("Worktop").

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Agreement to Terms and Condition

Updated March 2023

These terms and conditions of use (“Terms of Use“) govern Your access and use of the Worktop, LLC d/b/a Worktop (Worktop) Website located at worktop.io (The “Website”) and all services provided through or in connection with the Website. Additionally, related documents that apply to Your access and use of this Website and/or services provided in connection therewith are expressly incorporated into these Terms of Use and may be directly accessed by clicking on the following links:

General Terms

Worktop owns and operates the Website through which it advertises, markets, offers and provides certain information and services. Portions of the Website may be generally publicly available and may be accessed by any Internet user (“User”). Other restricted sections of the Website and certain subscription services may only be available and may only be accessed by Users who have a paid subscription and use their unique User name and Password (“Subscribers”). These Terms of Use govern the terms and conditions under which “You” (as a Subscriber, User or both) may access either the public or restricted portions of the Website and/or any subscription service that You receive from Worktop.

Ownership of website and its contents

This Website is owned and operated by Worktop. All of the information and content featured or displayed on the Website (the “Content“), including, but not limited to, listings of artists, representatives, advertising agencies, design studios, corporate art departments and support services, text, graphics, photographs, images, illustrations, and software, is owned by or licensed to Worktop or its advertisers. Worktop reserves the right to amend, change, alter, enhance, remove, or cease to provide access to the Website or its content at any time, without prior notice to any User and/or Subscriber to the extent not prohibited under Your Subscription Agreements.

Trademarks

Worktop, LLC, owns any and all intellectual property rights arising out of, related to, or in any way connected with “Worktop,” “worktop.io” and the Worktop or worktop.io logos, including, but not limited to, the colorized four-petal logo (“Worktop Intellectual Property”). You cannot use the Worktop Intellectual Property without first obtaining Worktop’s specific written permission. Nothing on the Website shall be construed as granting a license or right to use the Worktop Intellectual Property without its permission.

Worktop Blog

The Website presently permits access and participation in the Worktop blog. The Worktop blog is a blog for professional visual artists. Worktop’s editorial staff reserves the right to accept or deny any and all blog submissions. You agree that Worktop has the right to reject or remove blog submissions that do not, in the sole opinion of the editorial staff, reflect the content, style, and professionalism Worktop seeks to represent. You also agree that Worktop’s editorial staff has the right to evaluate and rank blog submissions as it deems appropriate. As a result of its editorial activities, some blog posts may achieve greater or lesser exposure. By submitting a blog post, You agree to the possibility of this outcome and to be bound by these Terms of Use. Notwithstanding the foregoing, You understand and agree that Worktop’s role in connection with the blog is as an Internet Service Provider and that Worktop is not and will not be liable for any posted comment or response to a comment which is authored or submitted by anyone other than Worktop.

Hardware, Software and Content

Worktop shall obtain and maintain the computer hardware and software necessary to perform its obligations under the Terms of Use. Such hardware and software shall not be dedicated hardware or software. Nothing in the Terms of Use grants You, as a User and/or Subscriber, or any other person, any right, title or interest in or to Worktop’s hardware, software or any database or Content stored thereon. From time to time, the Website, its Content or functionality, may be unavailable due to essential updating, maintenance, updating of the Terms of Use, modification, investigative procedures, enhancements or any other reason. Worktop does not warrant that access to the Website, its Contents or functionality will be constant and always available or without interruption. Worktop will not be liable to You, as a User or Subscriber, in the event of service or access interruptions.

Third Party Links

The Website may contain links to third-party Websites. Such other Websites are not owned, operated or controlled by Worktop. You agree that Worktop is not responsible for the content or functionality contained on any such third-party Website and that You waive any and all claims against Worktop as to any loss incurred as the result of Your access or use of such third-party Website.

Subscriptions

Worktop offers paid Subscribers a variety of marketing or consulting services in exchange for a fee (“Subscriptions”). Depending on the Subscription(s) selected and paid for by You, You (and the individuals, such as assistants, representatives, consultants, marketing staff, etc., that are working with You to assist Your marketing efforts) may be permitted to receive “Marketing and/or Consulting Services” (collectively “Services”) as offered by Worktop through this Website or otherwise. Worktop offers different levels of Subscriptions, depending on Your unique characteristics, such as size, number of users, nature of the Subscription(s) selected, etc. (“Subscription Level”). You will have an opportunity to discuss Your Subscription Level qualifications when you arrange for Your Subscription with Worktop. Any information, software or other material provided to You by Worktop under Your Subscription is for the limited use and purpose of that Subscription and only to the extent permitted by Your Subscription Level.

Some Services are also governed by additional, specific terms set forth in the incorporated Agreement applicable to that Service (“Services Agreements”). You may access specific Services Agreement(s) applicable to Your Subscription by clicking one of the links below.

In order to Subscribe, in addition to agreeing to these Terms of Use, You must enter into and agree to be bound by the terms of Your Subscription Agreement and Invoice (“Subscription Agreement”) with Worktop. A copy of the Subscription Agreement can be accessed by clicking here. These Terms of Use and any applicable Services Agreements are expressly incorporated into and are made part of the Subscription Agreement.

On occasion, Worktop may offer “Introductory Subscriptions” to Users, which permit Users to receive limited Subscription access and services. The scope or duration of any Introductory Subscription offer and User’s qualifications for Introductory Subscriptions are within the sole discretion of Worktop. As a condition of receiving an “Introductory Subscription,” you agree that you will be considered a “Subscriber” under this and/or any applicable Services Agreement with Worktop and that you will comply with all Terms of Use applicable to Subscribers during its duration.

A. Marketing and/or Consulting Services

As a Subscriber, You may subscribe to receive certain “Marketing Services” to be provided by Worktop, such as, by way of example only, Emailer, Print, Mail, etc. As a Subscriber, You may also subscribe for Worktop to provide Consulting Services, such as, by way of example only, Campaign Manager, Search Engine Optimization, etc. In order to receive some Services that You select, it may also be necessary for You to subscribe to other Services. Other Services may be available for Subscription on a “stand-alone” basis or in different combinations. You will have an opportunity to discuss the appropriate combination when you arrange for Your Subscription with Worktop.

B. Subscriber’s Obligations

C. Subscription Duration

Your use of the Services is exclusively limited to promotion of a single person, artist or entity consistent with Your Subscription Level. The use of the Services for promotion of more than one person, artist or entity, or in excess of Your Subscription Level, will constitute a material breach of Your agreement(s) with the Worktop and grounds for immediate termination.

As a Subscriber, You must comply with Your obligations under these Terms of Use and any other Agreement with Worktop, including, but not limited to, Your obligation to make timely payment as set forth below and/or in Your Subscription Agreement with Worktop. If You do not comply with any obligation under these Terms of Use or other Agreement with Worktop (including non-renewal or non-payment under the Subscription), Worktop, in its sole discretion, may cease providing Services. If Worktop terminates Your access to Services due to Your breach of the terms of this Terms of Use or other Agreement with Worktop, You agree that you will nevertheless be obligated to make full payment of all Subscription fees, which will become immediately due upon termination. The foregoing is without waiver of Worktop’s right to seek any and all further and additional relief for Your breach whether available at equity or at law.

D. Subscriber’s Promises and Warranties

As a condition of receiving access or services under Your Subscription:

You agree that you will use any data, information and services that you obtain in compliance with any and all applicable U.S. Federal and State laws, rules and regulations, including, but not limited to, those concerning fax broadcasts, email transmissions, and direct marketing.

You further agree to make yourself aware of and to fully comply with all non-United States laws that may be applicable to Your use of the data, including those laws that are applicable to the jurisdiction to which You direct any email transmission, fax or direct marketing. For a further discussion of Your obligations, see “Subscriber’s Obligations in Compliance with Non-US Law” which may be accessed by clicking here. You agree that You shall keep up-to-date and abide by current business practices respecting the privacy of consumers. You agree that You shall not supply or enter any information into any Worktop database that is false, defamatory, harmful, viral in nature, vindictive or negative in any way. You agree that You shall not use any information obtained from Worktop for an illegal purpose or for any purpose that can be reasonably construed as objectionable.

You agree that You shall keep confidential User names, Passwords, contacts, lists, and any other information derived from Your access and use of Services. You promise and agree that You shall not allow any individual or entity to use or view any of the contacts or information that You have derived from Your relationship with Worktop for any purpose other than assisting You in Your marketing effort. You Agree that if your User name and/or Password is misplaced or is delivered to another individual, or if You allow another individual or entity to use, view or access Services, for any purpose other than assisting You in Your marketing effort, You shall be liable for and reimburse Worktop for the purchase of a full Subscription at the rates in effect at the time, as well as costs and fees, including attorneys’ fees, incurred by Worktop to investigate and correct Your breach. The foregoing is without waiver of any remedy that may also be available to Worktop under law or equity.

You agree that Worktop has sole discretion to determine whether You have supplied or used any information or services in a manner that is in excess of Your Subscription Level, in breach of Your promises under the Terms of Use or any agreement with Worktop or in a manner that is illegal or objectionable. You agree that in such event, Worktop may take such steps that Worktop deems appropriate, including, but not limited to, removal of the objectionable material and termination of Your access and services under the Subscription Agreement(s).

E. Seeding Data Lists

You understand Worktop engages in the process of “seeding” of its mailings, contact lists, and other data listings, so that it may detect possible violation, fraud and unauthorized distribution or use of the information contained therein in violation, breach or in excess of Your Subscription. You hereby consent to “seeding” by Worktop in the manner and to the extent that Worktop deems necessary and appropriate.

F. Subscription Termination

Your receipt of Services may be suspended or terminated at Worktop’s sole discretion, upon any of the following occurrences:

Your failure to pay Subscription fees, dues or expenses as due under the Terms of Use, Subscription Agreement, or Services Agreement;
Your Subscription(s) has expired and has not been renewed;
Suspicion by Worktop that You have distributed materials, information or data that you obtained through Worktop to individuals or entities not entitled to possess those materials under the terms of this Terms of Use, Your Subscription Agreement and/or Services Agreement or in excess of Your Subscription Level;
Suspicion by Worktop that You have used data or services derived from Your Subscription in a manner that is illegal under U.S. law or any non-US law that Worktop has notice applies based on Your distribution of Your marketing materials; and
Your breach of any provision in this Terms of Use, Your Subscription and/or Your Services Agreement with Worktop.

Upon termination of the Subscription, You shall immediately discontinue using any information, software or other materials provided to You by Worktop. You agree that You shall return or destroy any items relating to the services and products provided by Worktop (including, but not limited to, data, media, software, hardware, electronic and printed documentation). You also agree that You shall purge any data, including, but not limited to, data from all stationary and removable computer storage devices and media containing data, information and/or materials that You accessed or received as a result of Your Subscriptions. You agree that termination does not relieve You of Your obligation to pay all fees that are or may become due under Your agreements with Worktop.

Worktop’s Grant of Limited License

A. User License

Subject to the User’s acceptance of, and compliance with this Terms of Use, Worktop hereby grants each User a non-exclusive, non-transferable license to access or view only those portions of the Website that are available for public access without requiring a paid Subscription or Introductory Subscription. Worktop reserves the right to amend, terminate or modify the User’s License and/or access to the Website at any time with or without prior notice to the User.

B. Subscriber License

Subject to Your acceptance of, and compliance with, the Terms of Use, Subscription Agreement and any applicable Services Agreement, Worktop hereby grants a non-exclusive, non-transferable limited license to each Subscriber to access, view and use of the Services, only to the extent and as strictly limited to such access or services provided for under the individual Subscriber’s paid Subscription.

C. Limitation on License

As a User and/or Subscriber may Not, under any circumstances, do any of following:

You may Not use the name Worktop or Worktop, LLC for Your own or anyone else’s promotional purposes;
You may Not include the name Worktop or Worktop, LLC in any promotional products unless such use is specifically pre-approved by Worktop, in writing;
You may Not participate in any activity deemed by Worktop, in its sole and exclusive determination, to be unacceptable or in violation of the terms of the Terms of Use or any other agreement with Worktop;
You may Not participate in any activity that may be construed as damaging, detrimental, or competitive to Worktop or its Services;
You may Not sell, assign, publish, distribute, hand out, allocate, issue, dispense, allow any other entity or person access to, or convey any part of any information obtained through Worktop’s data, information, lists or services, without the express prior written consent of Worktop.

Subscriber’s Content

As a Subscriber, You may subscribe to receive certain Marketing Services that may enable or require You to provide content so that Worktop may broadcast it on your behalf by email, publication, mailing or otherwise. In order to receive such Marketing Services, You agree that You must deliver the content that You wish for Worktop to broadcast (” Subscriber’s Content”) to Worktop within the timeframe specified by Worktop to permit broadcast by the desired broadcast date. All Subscriber’s Content is subject to Worktop’s approval before broadcast by Worktop. Worktop reserves the right, at its sole discretion, to reject any Subscriber’s Content that advertises or promotes any product or service, including, but not limited to, any Subscriber’s Content that, in Worktop’s opinion, advertises or promotes illegal activity, illegal products, illegal product paraphernalia, sexual paraphernalia, adult films or other media, weapons, illicit activities, chain letters, pyramid fund raising, or similar types of material. Notwithstanding Worktop’s reservation of this right, Worktop has no responsibility to and is not liable to You or any person or entity for its broadcast or refusal to broadcast the Subscriber’s Content whether or not it is later determined to be illegal or objectionable.

Details of Email Broadcast

In the event that You subscribe for Marketing Services that include distribution or broadcast of Your emails by Worktop, each such email must correctly identify the Subscriber’s contact information and contain an opt-out feature that allows the recipient to be electronically removed from the list of recipients that may receive Your broadcast emails in the future. It is Your responsibility, as a Subscriber, to keep Your contact information up-to-date and to take reasonable steps to comply with the request of any recipient that opts-out of Your future broadcast emails.

Subscription Fee

The Subscriber agrees to pay the Subscription Fees set forth in the Subscription Agreement between Subscriber and Worktop, in full, for all Subscription(s) that You select at the time that You subscribe to for services. Under certain circumstances, Worktop may permit Subscribers to make periodic payments of the full Subscription Fee as set forth in the Subscription Agreement between You and Worktop, without affecting the duration of the Subscription or the total Subscription Fee payable by the Subscriber, in which case the Subscriber must 1) make an initial Subscription Fee payment; and 2) provide a credit card number and authorization for Worktop to automatically charge the Subscriber’s card for each periodic payment without requiring further authority from the Subscriber. Payment, as set forth in Your Subscription Agreement with Worktop, must be made by You prior to Your access to and/or use of the Subscription(s) or receipt of any Services in connection with and, if applicable, must continue to be made in a timely fashion throughout Your Subscription’s Duration. You agree that You will not interfere with Your pre-authorized periodic charge to Your credit card during the Duration of Your Subscription or until the full Subscription Fee is paid.

Your Subscription Fee(s) may be subject to certain federal, state or local taxes, which are not included and are in addition to Your Subscription Fee. In all circumstances, where Worktop is required by law to collect such taxes from You, it shall do so. Subscription Fees are not refundable or cancelable under any circumstance. You agree that You will pay all Subscription Fees, and applicable taxes, regardless of whether You, as a Subscriber, access or use the Subscription data, information, materials or Services available to you as a result of your Subscription or whether your Subscription is terminated by Worktop due to expiration or your breach of these Terms of Use and/or any other agreement between You and Worktop.

Any Subscription Fee or portion thereof that remains unpaid 30 days after it is due, shall accrue interest at a rate of 1.5% per month (18% per annum) or the maximum rate allowed by law, if lower. If any portion of the Subscription Fee is not paid when due or if payment is dishonored by the financial institution to which the payment was presented, You agree that You shall immediately pay, in full, the entire outstanding balance due on Your Subscription and shall reimburse Worktop for any cost or fee associated with or resulting from Your non-payment. You authorize Worktop to charge Your account for any fee incurred due to a dishonored payment or the Subscriber’s violation of the Terms of Use or other agreement between You and Worktop. Failure to pay upon request, or if payment is declined, shall result in immediate suspension of the Subscriber’s User name and Password and termination of the Subscriber’s access to and/or use of the Subscriptions or receipt of any Marketing or Consulting Services. Failure to pay any outstanding balance may result in legal action against the Subscriber and any person who is presumed to have had access to the account, including, but not limited to, assignment of the account to a collections agency or pursuing other methods of collection.

If access or services are provided by or through You to a non-Subscriber or if You use Your Subscription in excess of Your Subscription Level, You agree that You will fully reimburse Worktop for the cost of the Subscription(s) for the access or services that were received as well as the costs of investigation and collection of said Subscription Fees, including, but not limited to, reasonable costs, expenses and attorneys’ fees.

The foregoing rights by Worktop are without waiver of any further rights that Worktop may have at equity or law.

Offered Content

As a condition of Your submission to Worktop of Your Subscriber’s Content and/or any comment, blog post, copy or art of any description that You provide to Worktop for possible publication or dissemination by Worktop (“Offered Content”), You hereby warrant, promise and agree that:

A.You own or have all necessary licenses, rights, consents, and permissions to use and to authorize Worktop to use the Offered Content, including, but not limited to, any necessary patent, trademark, trade secret, copyright or other intellectual property or other proprietary rights in the Offered Content;
B.You have the written consent, release, and/or permission of each and every identifiable individual person in the Offered Content to use and to authorize Worktop to use the name or likeness of each and every such identifiable individual person in the Offered Content;
C.By submitting the Offered Content to Worktop, You as a Subscriber or User, agree to be bound by all terms set forth in these Terms of Use or in any other agreement between You and Worktop;
D.You have the right to, and hereby, assign to Worktop a limited, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform Your Offered Content in any media formats and through any media channels, solely for the purpose and to the extent necessary for Worktop and/or Worktop, LLC d/b/a Found to promote and market their Website, database and associated services; and
E.You hereby agree to indemnify and hold harmless Worktop from any and all claims of whatever nature that may arise from, in connection with, or be related to, Your Offered Content, including, but not limited to, any claim that You made an impermissible use of the Offered Content, did not have the necessary licenses, permissions or releases for Your Offered Content or lacked the requisite authority to grant Worktop permission or license as to the Use of Your Offered Content as provided for above.

User/Subscriber Warranties

As a User and/or Subscriber, You agree that You will not, under any circumstances, use the Website or any services provided by Worktop in connection with the Website to do the following:

(i)You will not make available any material that is protected by another’s copyright, trademark, trade secret, or other intellectual property right, or is otherwise subject to third-party proprietary, privacy or publicity rights, unless You are the owner of such rights or have permission from their rightful owner to post the material and to grant Worktop all required license rights. See Worktop’s Copyright and Intellectual Property Policy
(ii)You have the written consent, release, and/or permission of each and every identifiable individual person in the Offered Content to use and to authorize Worktop to use the name or likeness of each and every such identifiable individual person in the Offered Content;
(iii)You will not cause harm, of any type, to minors;
(iv)You will not submit materials or post links to advertisements or solicitations of business other than advertisements or solicitations of business reasonably necessary to use the Website for its Intended Purpose;
(v)You will not intentionally or unintentionally violate or aid others in the violation of any applicable local, state, national or international law or regulation;
(vi)You will not enable or assist in the transmission of “junk mail,” “chain letters,” “pyramid schemes,” unsolicited mass mailings, instant messaging, “spimming,” or “spamming” or any other form of improper or illegal solicitation now known or that may be developed in the future;
(vii)You will not “stalk” or otherwise harass another person or assist another in doing so;
(viii)You will not collect or store private or personally identifying information about others for unlawful or inappropriate purposes;
(ix)You will not misrepresent or assist others in misrepresenting the origin of any Content, Subscriber’s Content or Offered Content on the Website or services provided by Worktop;
(x)You will not impersonate any person or entity, including, but not limited to, Worktop’s officials, employees, consultants, or otherwise misrepresent Your affiliation with any person or entity;
(xi)You will not make available any material that You are prohibited from disclosing as a result of Your contractual or fiduciary relationship with another individual or entity or as a matter of law or regulation;
(xii)You will not make available or distribute any materials, computer code or “malware” that facilitates hacking, or that is intended to interfere with or destroy the functionality of any Website, computer software, hardware or telecommunications equipment or to interfere with the performance or functionality of this Website or any other Website, including, but not limited to, software viruses, worms, Trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information, any other form of improper or illegal malware now known or that may be developed in the future. See Worktop Security Policy.
(xiii)You will not download data from any Worktop database through automated means, including spiders, robots, crawlers or other automated means now known or that may be developed in the future;
(xiv)You will not harvest, modify, publish, transmit, transfer, sell, reproduce, create derivative works from, distribute, perform, link, display or in any way exploit any Content (including someone else’s Subscriber Content or Offered Content), including, but not limited to, incorporating data from any Worktop database into any email or “white pages” products or services, whether browser-based, based on proprietary client-site applications, web-based, or otherwise;
(xv)You will not sell, distribute, or make any use of, commercial or otherwise, data obtained from any Worktop’s database in a manner that could be expected to offend the person for whom the data is relevant;
(xvi)You will not create and maintain an Worktop’s user profile that contains hyperlinks to content not permitted on Worktop;
(xvii)You will not disrupt the normal flow of dialogue in a chat room, cause a screen to “scroll” faster than other users of the Website are able to type, or otherwise act in a manner that negatively affects other Users’ ability to engage in real time exchanges;
(xviii)You will not interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;
(xix)You will not access the Website after Your access or subscription has been terminated by Worktop for any reason; and
(xx)You will not make available any materials, or act in any manner that is offensive to the Worktop community or the spirit of these Terms of Use.

You acknowledge and agree that Worktop may, but is not required to, monitor Your conduct in connection with the Website and any services provided by Worktop in regard thereto. You agree that Worktop may remove any materials Submitted by You, restrict Your access to the Website and/or terminate any and all Subscription Agreements or other agreements between You and Worktop, if Worktop, in its sole discretion, determines that you have taken actions in violation of these Terms of Use and/or any other agreement between You and Worktop. You understand that in the event of termination for any cause You will not be entitled to a refund of the Subscription Fee and will be required to make all periodic payments that remain outstanding at the time of the termination. You understand and agree that Worktop may access, preserve and disclose your User and/or Subscriber account information if Worktop determines that it is necessary to do so in order to comply with apparently valid legal proceedings to process a good faith complaint by a third-party that You have violated these Terms of Use, or to protect the legal rights, property or personal safety of Worktop, its Users and Subscribers and the public at large.

Disclaimers and Limitations of Warranties

Worktop uses reasonable efforts to ensure the accuracy, correctness and reliability of the Content of the Website, but it makes no representations or warranties as to the Content’s accuracy, correctness or reliability and You may not rely on any statement, express or implied, to the contrary. Worktop will not knowingly promote or display inaccurate, incorrect, or unreliable Content. If Worktop is provided with actual knowledge that the Content contains incorrect or unreliable facts, Worktop will take reasonable steps to correct or remove same within a reasonable time after receiving actual notice of its inaccuracy.

This website and its content, as well as the information, database and services associated therewith are provided “as is.” Worktop excludes and disclaims to the fullest extent permitted by applicable law any warranty, express or implied, including, without limitation, any implied warranties of merchantability, satisfactory quality or fitness for a general or particular purpose. Worktop is not liable for damages of any kind arising from the use of the website, its contents and/or the data or services provided in connection therewith, including, but not limited to, direct, indirect, incidental, punitive and consequential damages. The functions embedded in, or the materials and conduct available at this website are not warranted to be uninterrupted or without error. The user and/or subscriber assumes the entire cost of all necessary servicing, repair or correction due to the user’s and/or subscriber’s use of this website or related services. Except as otherwise required by applicable law, neither Worktop nor its officers, directors, employees, agents or contractors are liable for damages of any kind (including, without limitation, lost profits, direct, indirect, compensatory, consequential, exemplary, special, incidental, or punitive damages) arising out of user’s and/or subscriber’s use of, or inability to use, or the performance of this website, its content and/or data or services provided in connection therewith, whether or not Worktop has been advised of the possibility of such damages.

Limitation of Liability

Worktop does not guarantee results. In no event shall Worktop be liable for general, indirect, special, exemplary, consequential, incidental or punitive loss, damage or expense, including, but not limited to, lost profits, lost revenues, lost business opportunities without limitation as to whether such damages are considered to be direct, general or consequential damages. Worktop shall not be liable, (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) for any and all claims related to these terms of use or other agreement, except to the extent of Worktop’s gross negligence or willful conduct. It is agreed that should any liability on the part of Worktop be proven, it will nevertheless be impractical and extremely difficult to anticipate or fix the amount of damages that were proximately caused by such liability. Therefore it is agreed that in no event may the user or subscriber recover an amount in excess of the aggregate of fees paid to Worktop or $500 in the event that no fees were paid, in full and complete satisfaction of any and all claims. It is agreed that the foregoing limitation is not intended to be and is not a penalty.

Indemnification

In addition, and notwithstanding any other action taken by Worktop under these Terms of Use, You hereby expressly and unqualifiedly agree (to the fullest extent permitted by law) to defend, indemnify and hold harmless, (including payment of Worktop’s attorneys’ fees, costs and expenses), Worktop and its owners, operators, directors, agents, affiliates, contractors, employees, licensors and other affiliates in connection with any allegation, claim, suit, litigation, action, choice or demand of any type, in any judicial or extra-judicial forum, arising out of, related to or in connection with (a) Your products or services or the content of Your Subscriber’s Content or Offered Content, including, without limitation, any claim alleging any violation of a third-party’s intellectual property, proprietary or privacy rights; or (b) Your breach of any of Your obligations, duties, representations or warranties contained in these Terms of Use or any other agreement between You and Worktop (“Asserted Claims”). You agree that your obligations to indemnify, defend and hold harmless, are triggered upon a third-party’s notice to You or Worktop of the Asserted Claim and shall continue through and including resolution, by any method, of the Asserted Claim against Worktop, regardless of whether it is ultimately determined that the Asserted Claim was with or without merit. Worktop shall promptly notify You, in writing, when it receives Notice of an Asserted Claim and shall accommodate Your reasonable requests for cooperation and information.

Miscellaneous

A. Relationship of the Parties

You and Worktop are independent contractors. There is no partnership, agency or joint venture relationship between them.

B. Location of Negotiations and Services

You agree that the Website and any and all services provided by Worktop, as well as the negotiation and agreement of these Terms of Use and any other agreement between You and Worktop, shall be deemed to have occurred solely and exclusively within the State of New York, County of Suffolk.

C. Choice of Law

You hereby agree that these Terms of Use and any other agreement between You and Worktop shall exclusively and solely be governed and interpreted under and in accord with the laws of the State of New York, (except to the extent that New York choice of law principles would require application of any other law) regardless of where You, any of Worktop’s representatives or agents, or Worktop’s servers may be located.

D. Jurisdiction and Forum

You hereby agree that any dispute that arises under, is connected to or relates in any manner to, these Terms of Use, the Website, services provided by Worktop, or any other agreement between You and Worktop shall be subject to the sole and exclusive jurisdiction of the United States District Court for the Eastern District of New York or, in the event that jurisdiction is not available in the federal court, then in the Supreme Court of the State of New York, County of Suffolk, only. You hereby consent to the exercise of personal jurisdiction over You by the New York courts as to any such dispute.

E. Force Majeure

If You or Worktop are unavoidably delayed or prevented from the performance of any obligation under these Terms of Use or other agreement between Worktop and You through no fault of their own, as a result of acts or conditions outside their control which render such performance impossible, including without limitations, to Acts of God, insurrection, war, national, state or local emergencies, labor disputes, adverse weather (such as storms, rain, hurricanes, blizzards, etc.), failure of utility services, restrictive governmental law or regulations, police intervention or other additional or similar causes beyond their control, their performance of such obligation shall be excused only for such period of delay. Notwithstanding the foregoing, You agree that all fees and payments shall not be excused or delayed and shall continue to be made by You as due and owing under these Terms of Use or any other agreement between You and Worktop during the period that any other performance is impossible.

F. Specific Performance

You acknowledge that a breach of these Terms of Use or other agreement between You and Worktop will cause irreparable injury and that money damages may be inadequate to remedy the injury to Worktop. Therefore, in the event of a breach or threatened breach, Worktop will be entitled to equitable relief, including injunctive relief and specific performance, without the posting of a bond or other security, and without proof of actual damages.

G. No Third-Party Rights

Nothing in these Terms of Use creates any right in any person not a party to the Terms of Use, and the Terms of Use shall not be construed in any respect to be a contract in whole or in part for the benefit of any third person.

H. Complete Agreement

These Terms of Use, as well as any applicable Subscription or Services Agreement, and any documents expressly referenced therein, together constitute the full agreement between You and Worktop as to the matters contained therein. In the event of a conflict between these Terms of Use and any Subscription or Services Agreement, the specific terms of the Subscription or Services Agreement shall apply, except that the terms contained in the Found Agreement will apply exclusively to Found Services. These Terms of Use, and any Subscription Agreement and/or Services Agreement may not be amended, changed or supplemented unless in writing and agreed to by You and Worktop. All prior and contemporaneous negotiations and agreements between You and Worktop are expressly merged into and superseded by the Terms of Use and any Subscription or Services Agreement and may not be explained, supplemented, or qualified through evidence of trade usage or a prior course of dealings. You warrant that You have not relied upon any statement, representation, warranty, or agreement, except for those expressly contained in the Terms of Use or applicable Subscription or Services Agreement.

I. Updates and Amendments

Worktop reserves the right to modify, update, add, delete, revise and change these Terms of Use at any time. Such changes are effective, and You agree to be bound by such changes, when You “click” the Accept button on the worktop.io Website, or 30 days from the date the changes are posted to the Website, whichever occurs sooner.

J. Severability of Provisions

If any provision of the Terms of Use, Subscription or Services Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect to the extent that performance of the remaining terms is not rendered impossible.

K. Waiver

Failure to exercise, or any delay in exercising, any right or remedy provided under this or any agreement between You and Worktop or by law shall not constitute a waiver of that or any other right remedy, nor shall it preclude or restrict any further exercise of that right or any other remedy in the future against You or any other individual or entity.

L. Notices

Notices by Worktop to You may be given by means of electronic messages through the Website, by a general posting on the Website, or by conventional email at the email address You provided in Your user account. It is Your responsibility to ensure that Worktop continues to have up-to-date contact information for You. Notices by You to Worktop may be given by electronic messages, conventional mail, telephone or fax, unless otherwise specified in these Terms of Use or any other agreement between You and Worktop. Worktop’s contact information may be found by clicking here.

M. Binding Provisions

These Terms of Use, Subscription Agreement and Services Agreements are binding and inure to the benefit of the parties and their respective heirs, executors, administrators, personal and legal representatives, affiliates, successors, and permitted assigns.

N. Assignment

You agree that You may not assign Your rights or obligations under the Terms of Use or any agreement between You and Worktop without the prior, written consent of Worktop.

O. Headings

The descriptive headings of the sections and subsections of the Terms of Use are for convenience only and do not affect the interpretation or construction of the Terms of Use.

Version 1

Effective Date January 1, 2017