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 Worker Terms of Service

Nowsta Terms of Service for Workers (“Terms”)

Nowsta, Inc. (“Nowsta,” “we” or “us”), has a Platform of web and device-based software applications, including its Mobile Applications described in Section 11 (the “Platform”) which employers can subscribe to (“Employers”) which are designed to provide online communications and logistics functionalities that enable Employers to more efficiently manage their workforces and better understand their operations. Your Employer has requested that you, in your capacity as an hourly or gig worker of Employer (you may be referred to herein as “User”, “you” or “your”) receive access to certain portions of the Platform and these Terms govern your use of the Platform. Your use of the Platform as a coordinator or otherwise on behalf of your Employer is governed by your Employer’s Master Subscription Services Agreement with Nowsta.  Your use of the Platform explicitly subjects you to these Terms as well as our Privacy Policy found at __________________ (“Privacy Policy”).  These Terms and the Privacy Policy may be updated by us from time to time so please review them and any changes we post as your continued use of the Platform constitutes your agreement to such revised documents.

YOUR USE OF THE PLATFORM INDICATES THAT YOU ACCEPT THESE TERMS.  IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE PLATFORM OR DOWNLOAD ANY MOBILE APPLICATIONS.  NOTE THAT ALL REFERENCES TO THE WORD “PURCHASE” OR “SELL” IN THESE TERMS MEANS “LICENSE” WITH RESPECT TO THE PLATFORM.

You represent and warrant that you: (i) have read and understand these Terms, and (ii) agree to these Terms.

PLEASE READ THESE TERMS CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THESE TERMS CONTAIN A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 12.8 (THE “ARBITRATION AGREEMENT,”) AND CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 12.8(b) (THE “CLASS ACTION/JURY TRIAL WAIVER”) THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 12.8, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

1. PLATFORM

1.1. Eligibility.  This is a contract between you and Nowsta. You must read and agree to these terms before using the Platform. If you do not agree, you may not use the Platform. You may use the Platform only if you can form a binding contract with Nowsta, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Platform by anyone under 13 (or under 16 in Europe) is strictly prohibited and in violation of these Terms. If you are a minor (which is under the age of 18 in most states), you may use the Platform only with the involvement of a parent or legal guardian and their consent and agreement to these Terms. If you are under 18, you represent and warrant that you have your parent or guardian’s permission to use the Platform and that your parent or guardian is agreeing to these Terms. If you are a parent or legal guardian of a User under the age of 18, by allowing your child to use the Platform, you are subject to these Terms and responsible for your child’s activity on the Platform. The Platform is not available to any Users previously removed from the Platform by Nowsta.

1.2. Limited License.  Subject to these Terms, you are hereby granted a non-exclusive, limited, non-transferable, non-sublicensable, freely revocable license to use the Platform as permitted by the features of the Platform, and as usable only while you are a worker of an Employer during term of your Employer’s Master Subscription Service Agreement with Nowsta (“Service Agreement”). Nowsta reserves all rights not expressly granted herein in the Platform and the Nowsta Content (as defined below). Nowsta may terminate this license at any time for any reason or no reason.

1.3. User Accounts. Your account on the Platform (your “User Account”) gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. Nowsta will provide you with reasonable technical support services in accordance with Nowsta’s standard practice only to the extent that technical support services are included in your Employer’s Service Agreement. You may never use another User’s User Account without permission.

  • When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. Nowsta reserves the right to refuse your registration or cancel passwords it deems inappropriate. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your User Account. You must notify Nowsta immediately of any breach of security or unauthorized use of your User Account. Nowsta will not be liable for any losses caused by any unauthorized use of your User Account.
  • You may control your User profile and how you interact with the Platform by changing the settings in the settings page of your User Account. By providing Nowsta your email address you consent to our using the email address to send you Platform-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Platform and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in the settings page of your User Account. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

1.4. Platform Rules. You agree not to engage in any of the following prohibited activities: (a) copying, distributing, or disclosing any part of the Platform in any medium, including by any automated or non-automated “scraping”; (b) using any automated system, including “robots,” “spiders,” “offline readers,” etc., to access the Platform in a manner that sends more request messages to the Nowsta servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (c) transmitting spam, chain letters, or other unsolicited email; (d) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform; (e) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (f) uploading invalid data, viruses, worms, or other software agents through the Platform; (g) collecting or harvesting any personally identifiable information, including account names, from the Platform; (h) using the Platform for any commercial solicitation purposes; (i) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (j) interfering with the proper working of the Platform; (k) accessing any content on the Platform through any technology or means other than those provided or authorized by the Platform; or (l) bypassing the measures we may use to prevent or restrict access to the Platform, including features that prevent or restrict use or copying of any content or enforce limitations on use of the Platform or the content therein. In addition, you will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or to any software (“Software”), or any related documentation or data related thereto owned by Nowsta; modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Nowsta or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third-party; or remove any proprietary notices or labels.

1.5. Changes to the Platform. We may, without prior notice, change the Platform; stop providing the Platform or features of the Platform, to you or to Users generally; or create usage limits for the Platform. We may permanently or temporarily terminate or suspend your access to the Platform without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.

1.6. Disputes with Others. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Nowsta shall have no liability for your interactions with other Users, or for any User’s action or inaction.

1.7. Platform Location; Removal or Export. The Platform is controlled and operated from facilities in the United States. Nowsta makes no representations that the Platform is appropriate or available for use in other locations. Those who access or use the Platform from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including export and import regulations. You may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement. You may not use the Platform if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Platform are solely directed to individuals, companies, or other entities located in the United States.

2. USER CONTENT

2.1. Some areas of the Platform allow Users to submit, post, display, provide, or otherwise make available content such as profile information, comments, questions, and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Platform is referred to as “User Content”). WE CLAIM NO OWNERSHIP RIGHTS OVER USER CONTENT CREATED BY YOU. THE USER CONTENT YOU CREATE REMAINS YOURS.

2.2. By submitting, posting, displaying, providing, or otherwise making available any User Content on or through the Platform, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Nowsta a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, import, export, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Platform and Nowsta’s (and its successors’ and affiliates’) business, including for promoting and redistributing part or all of the Platform (and derivative works thereof) in any media formats and through any media channels.

2.3. For the purposes of these Terms, “Intellectual Property Rights“ means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

2.4. In connection with your User Content, you affirm, represent and warrant the following:

  • You have the written consent of each and every identifiable natural person in the User Content, if any, to use such person’s name or likeness in the manner contemplated by the Platform and these Terms, and each such person has released you and all third parties from any liability that may arise in relation to such use.
  • You have obtained and are solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties.
  • Your User Content and Nowsta’s use thereof as contemplated by these Terms and the Platform will not violate any law or infringe any rights of any third party, including any Intellectual Property Rights and privacy rights.
  • Nowsta may exercise the rights to your User Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
  • You will not upload or make available through our Platform: nudity or other sexually suggestive content; hate speech, threats or direct attacks on an individual or group; abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful racially, ethnically, or otherwise objectionable content; content that contains self-harm or excessive violence; fake or impostor profiles; illegal content or content in furtherance of harmful or illegal activities; malicious programs or code; any person’s personal information without their consent; and/or spam, machine-generated content, or unsolicited messages.
  • To the best of your knowledge, all your User Content and other information that you provide to us is truthful and accurate.

2.5. Nowsta takes no responsibility and assumes no liability for any User Content that you or any other User or third-party posts, sends, or otherwise makes available over the Platform. You shall be solely responsible for your User Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Platform, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Nowsta shall not be liable for any damages you allege to incur as a result of or relating to any User Content. You agree to protect all personally identifiable information of Users maintained through the use of the Platform and agree to comply with all applicable data privacy laws.

2.6. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”) and further, ensure that utilization of any such Equipment will not harm or adversely affect the function and operation of the Platform. You shall also be responsible for maintaining the security of the Equipment, account numbers, passwords (including but not limited to administrative and user passwords) and files, and for all uses of your account or the Equipment with or without your knowledge or consent.

3. NOWSTA’S PROPRIETARY RIGHTS

3.1. Except for your User Content, the Platform and all technology used to provide the Platform, and all materials therein or transferred thereby, including software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and User Content belonging to other Users (the “Nowsta Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Nowsta and its licensors (including other Users who post User Content to the Platform). Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Nowsta Content. Use of the Nowsta Content for any purpose not expressly permitted by these Terms is strictly prohibited.

3.2.  You may choose to, or we may invite you to, submit comments or ideas about the Platform, including about how to improve the Platform or our products (the “Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Nowsta under any fiduciary or other obligation, and you hereby assign all right, title, and interest in the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Nowsta does not waive any rights to use similar or related ideas previously known to Nowsta, or developed by its employees, or obtained from sources other than you.

4. ACCOUNT TERMINATION

4.1. Termination.  You may cancel your User Account at any time or your Employer may request that your User Account be terminated.  In addition, we can suspend or terminate your User Account in the event you are in breach of these Terms. In the event that Nowsta suspends or terminates your User Account, you understand and agree that you will lose access to your User Content and data associated with your User Account.

4.2. California Residents. If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

5. SECURITY.  Nowsta cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

6. THIRD-PARTY LINKS AND INFORMATION.  The Platform may contain links to third-party materials that are not owned or controlled by Nowsta. Nowsta does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Platform or share your User Content on or through any third-party website or service, you do so at your own risk, and you understand that these Terms and Nowsta’s Privacy Policy do not apply to your use of such sites. You expressly relieve Nowsta from any and all liability arising from your use of any third-party website, service, or content, including User Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Platform, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Nowsta shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

7. WARRANTY AND DISCLAIMER

7.1. Disclaimer of Nowsta Warranties. THE PLATFORM IS PROVIDED TO USERS “AS IS” AND WITHOUT WARRANTY OF ANY KIND.  ANY WARRANTIES ARE SPECIFIED IN NOWSTA’S AGREEMENT WITH YOUR EMPLOYER.  NOWSTA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PLATFORM. NOWSTA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NOWSTA DOES NOT IN ANY WAY WARRANT OR OTHERWISE VERIFY THE ACCURACY OR VERACITY OF ANY SUBMITTED DATA. NOWSTA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED WEBSITE OR SERVICE, AND NOWSTA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

7.2. Representations and Warranties. You represent and warrant that (a) you have neither falsely identified nor provided any false information to gain access to the Platform and that, your contact information is correct, and (b) the User Content you submit to the Platform will not contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.

8. LIMITATION OF LIABILITY

8.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY, (a) NOWSTA AND ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE: (i) FOR ERRORS OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (ii) FOR ANY MATTER BEYOND NOWSTA’S REASONABLE CONTROL; (iii) FOR LOST PROFITS, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM OR THE TRANSACTIONS CONTEMPLATED THEREUNDER, EVEN IF THE PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES.

8.3. You agree that Nowsta’s total liability to you for any claims, losses, expenses, or damages whatsoever arising out of or in any way related to your relationship with Nowsta from any cause or causes, including Nowsta’s negligence, shall not exceed One Hundred Dollars (US$100.00)

8.4. Although Nowsta has no obligation to monitor your use of the Platform, Nowsta may do so and may prohibit any use of the Platform it believes may be (or alleged to be) in violation of these Terms, any Service Agreement or of any applicable federal, state or local laws or regulations.

9. INDEMNITY

9.1. You agree to defend, indemnify, and hold Nowsta and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any liability including reasonable attorneys’ fees, arising from or related to: (a) any actual or alleged misuse of the Platform by you; (b) any actual or alleged infringement by you of any Intellectual Property Rights or any claim that you violate any rights of publicity or privacy of any third party; (c) any material violation or alleged material violation of any laws or regulations by you; (d) your negligent or willful misconduct or in relation to any claim reasonably related to the Platform provided to you by Nowsta.

10. CONFIDENTIALITY.

10.1. Definition. In connection with your use of the Platform, you may be given access to Confidential Information of Nowsta and its customers. Confidential Information includes any information that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to non-public business, product, technology and marketing information. If something is labeled “Confidential,” it is a clear indicator that the material is confidential. Notwithstanding the above, Confidential Information does not include information that: (a) is or becomes generally available to the public without breach of any obligation by you; (b) was known to you without an obligation of confidentiality prior disclosure by Nowsta; (c) is received from a third party without breach of any obligation owed to Nowsta; or (d) was independently developed by you without use of or access to such Confidential Information.

10.2. Protection and Use of Confidential Information. You will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information; and (b) not use or disclose any Confidential Information for any purpose other than as necessary for you to perform the services specified by your Employer.

10.3. Compelled Access or Disclosure. You may access or disclose Confidential Information if it is required by law; provided that you give Nowsta prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at Nowsta’s cost, if Nowsta wishes to contest the access or disclosure. If you are compelled by law to access or disclose Confidential Information, Nowsta will reimburse you for your reasonable cost in seeking a protective order or confidential treatment for the Confidential Information to be produced.

11. ADDITIONAL TERMS FOR MOBILE APPLICATIONS.

11.1. Mobile Applications. We may make available software to access the Platform via a mobile device (“Mobile Applications”). To use any Mobile Applications, you must have a mobile device that is compatible with the Mobile Applications. Nowsta does not warrant that the Mobile Applications will be compatible with your mobile device. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. Nowsta hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for one Nowsta User Account on one mobile device owned or leased solely by you, for your personal use. You may not: (a) modify, disassemble, decompile or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (c) make any copies of the Mobile Applications; (d) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of the Mobile Applications; or (e) delete the copyright and other proprietary rights notices on the Mobile Applications. You acknowledge that Nowsta may from time to time issue upgraded versions of the Mobile Applications and may automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device and agree that these Terms will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof, and Nowsta or its third-party partners or suppliers retain all right, title, and interest in the Mobile Applications (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Nowsta reserves all rights not expressly granted under these Terms. If the Mobile Applications are being acquired on behalf of the United States Government, then the following provision applies. The Mobile Applications will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Platform and any accompanying documentation by the U.S. Government will be governed solely by these Terms and is prohibited except to the extent expressly permitted by these Terms. The Mobile Applications originate in the United States and are subject to United States export laws and regulations. The Mobile Applications may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Applications may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Applications and the Platform.

11.2. Mobile Applications from Apple App Store. The following applies to any Mobile Applications you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that these Terms are solely between you and Nowsta, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to Nowsta as the provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (a) product liability claims; (b) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to Nowsta as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s Intellectual Property Rights, Nowsta, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and Nowsta acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.

11.3. Mobile Applications from Google Play Store. Mobile Applications from Google Play Store. The following applies to any Mobile Applications you acquire from the Google Play Store (“Google-Sourced Software”): (a) you acknowledge that these Terms are between you and Nowsta only, and not with Google, Inc. (“Google”); (b) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (c) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (d) Nowsta, and not Google, is solely responsible for its Google- Sourced Software; (e) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (f) you acknowledge and agree that Google is a third-party beneficiary to these Terms as they relate to Nowsta’s Google-Sourced Software.

12. MISCELLANEOUS.

12.1. Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain effective and such provision shall be replaced with another provision consistent with the purpose and intent of these Terms.

12.2. Assignability. These Terms are not assignable, transferable or sub-licensable by you except with Nowsta’s prior written consent. Nowsta may transfer and assign any of its rights and obligations under these Terms without consent.

12.3. Complete Agreement. These Terms contain the complete and exclusive statement with respect to your use of the Platform, and supersedes all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms.

12.4. Modification. We may modify and change these Terms from time to time. We will not “retroactively” change these Terms, and any modifications we make shall take effect proactively, once you next access the Platform (including the Mobile Applications). You may not modify these Terms unless we agree to such modification in writing. Please be advised that, as these Terms are modified and changed over time, you should periodically check the website and the published Terms.

12.5. Agency. No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Nowsta in any respect whatsoever.

12.6. Notice.  All notices under these Terms which apply to you will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.  Notices may also be provided in the Platform and will be deemed give when you log into the Platform.

12.7. Governing Law; Jurisdiction; Waiver of Jury Trial.

  • These Terms shall be governed by the laws of the State of New York without regard to its conflict of laws provisions that would result in the application of another law. YOU AGREE THAT ANY PROCEEDING (IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE TERMS SHALL BE COMMENCED AND PROSECUTED EXCLUSIVELY IN A COURT LOCATED IN NEW YORK, NEW YORK. EACH PARTY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF SUCHS COURTS AND CONSENTS TO SERVICE OF PROCESS AT THE ADDRESS SPECIFIED IN YOUR USER ACCOUNT, OR BY ANY OTHER MEANS OTHERWISE PERMITTED BY APPLICABLE LAWS AND RULES. EACH PARTY AGREES THAT IT WILL NOT CLAIM THAT ANY PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
  • ALL CLAIMS MUST BE BROUGHT YOU IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND NOWSTA AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO YOU AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER NOWSTA USERS. YOU AND NOWSTA FURTHER AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND NOWSTA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

12.8. Arbitration.

  • READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM NOWSTA. This Section 12.8 (the “Arbitration Agreement”) applies to and governs any dispute, controversy, or claim between you and Nowsta that arises out of or relates to, directly or indirectly: (i) these Terms, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (ii) access to or use of the Platform, including receipt of any advertising or marketing communications; (iii) any transactions through, by, or using the Platform; or (iv) any other aspect of your relationship or transactions with Nowsta, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to these Terms.
  • If you are a new Nowsta User, you can reject and opt-out of this Arbitration Agreement within thirty (30) days of accepting these Terms by emailing Nowsta at support@nowsta.com with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of these Terms, including the provisions regarding controlling law or in which courts any disputes must be brought.
  • For any Claim, you agree to first contact us at support@nowsta.com and attempt to resolve the dispute with us informally. In the unlikely event that Nowsta has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the“Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. county where you live or New York, New York, unless you and Nowsta agree otherwise. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses.  You may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and Nowsta agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms, any provision of these Terms, is unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel.
  • Nothing in this Section 12.8 shall be deemed as: preventing Nowsta from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.
  • If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

12.9. Injunctive Relief.  You acknowledge that remedies at law may be inadequate to protect Nowsta against any breach of these Terms without prejudice to any other rights and remedies otherwise available to Nowsta, you agree to the granting of injunctive relief in Nowsta’s favor, without any requirement to post a bond or other security or to prove actual damages, and without regard to the adequacy of any remedy at law.

12.10. Headings. The headings of these Terms are for convenience of reference only and are not part of the substance of these Terms.

12.11. Interpretation. These Terms shall be deemed to have been drafted jointly by you and Nowsta, and shall not be specifically construed against either party based on any claim that such party or its counsel drafted these Terms. Unless otherwise expressly specified in these Terms :

  • the words “include”, “includes” and “including”, and correlative words, shall be deemed to be followed by the words “without limitation”;
  • any terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa;
  • the words “hereof”, “hereby”, “herein” and “hereunder”, and correlative words, refer to these Terms as a whole and not any particular provision;
  • the word “or” is not exclusive and is deemed to have the meaning “and/or”;
  • references to a person shall mean a person or entity, and shall include the successors and assigns thereof; and

12.12. Contact Us. If you have any questions about these Terms, or the Platform please contact us at: support@nowsta.com.

Rev. 5/14/2025