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Terms & Conditions

ONLINE TERMS OF SERVICE
Last Updated: June 21, 2022


These Online Terms of Service (“Agreement”) set out the terms on which Workship Inc. (“Company”) will provide you (also referred to as “your” or “user”) access to and use of certain services available on or through our website(s) (including https://tacitbase.com/ or any other website referencing this Agreement) or related materials, products, and services, including software or our premium software as a service platform (“SaaS Service”), or any additional online service we provide for your use (collectively, “Services”). You and Company are referred to herein individually as a “Party” and jointly as the “Parties.”

BY CLICKING “I AGREE” OR ACCESSING OR USING THE SERVICES IN ANY WAY AS MADE AVAILABLE OR ENABLED BY COMPANY, YOU AGREE TO THIS AGREEMENT. You may not access or use the Services, or accept this Agreement, if (a) you are not of legal age to form a binding contract with Company; or (b) you are prohibited by law from receiving or using the Services. If you are entering into this Agreement on behalf of a company or other legal entity as indicated in your log-in or registration information, you represent that you have the authority to bind such entity to this Agreement and hereby do, in which case, “you” or “your” will refer to such entity as well as you as an individual.

Company makes certain functions and features of the Services available without charge, and other functions and features of the Services for a charge. You will not be provided access to the SaaS Service, unless you pay Company the required fees published on our website or otherwise identified by Company.

Company may change this Agreement from time to time at its sole discretion, and if Company makes any substantial changes, Company will inform you by sending an email to the last email address you provided to us and/or by posting notice of the change on the Services. Any changes to this Agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you or thirty (30) calendar days following our posting of notice of the change(s) on the Services. These changes will be effective immediately for new users of the Services. Company may require you to provide consent to the updated TOS in a specified manner before further use of the Service is permitted. Otherwise, your continued use of the Services constitutes your acceptance of the changes. Please regularly check this Agreement.

THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU AND COMPANY, AND INCLUDE LIMITATIONS OF LIABILITIES AND REMEDIES, CLASS ACTION AND JURY TRIAL WAIVERS, AND OTHER PROVISIONS LIMITING YOUR RIGHTS. PLEASE READ CAREFULLY.

1. Scope. This Agreement represents the entire understanding regarding the Services and will control over any different or additional terms or conditions related to your usage of the SaaS Service, and no terms or conditions, unless agreed to by Company, included in any invoice will bind Company in any way. This Agreement can only be modified by Company as described herein.

2. Right to Access and Use the Services.

2.1. Limited Right. Company grants to you, a nontransferable, nonexclusive, worldwide limited right to access, use or benefit from the Services as made available by Company, subject to the other provisions of this Agreement and Company’s documentation relating to the Services.

2.2. Equipment. You are solely responsible for obtaining and maintaining appropriate equipment and ancillary software, resources, and services needed to connect to, access or otherwise use the Services, including, without limitation, computers, computer operating system and web browser (collectively, “Your Equipment”). You will ensure that Your Equipment complies with all configurations and specifications set forth in Company’s published documentation. You are also responsible for maintaining copies and backing-up any data or content you input or upload into the Services or that are otherwise important to you and/or your business.

3. Your Data.

3.1. Your Data. Except as otherwise provided in this Agreement, you own any data, information or material originated by you that you submit in the course of using the Services (“Your Data”). You will be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to Your Data. Your Data will be deemed to be Your Confidential Information pursuant to Section 8 below. You represent and warrant that you have the right and all consents necessary to provide and input Your Data into the Services and for Company to process Your Data as contemplated herein. You agree that Your Data any its use in the Services shall not infringe any third-party intellectual property rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane, or obscene, nor violate any regulation or other right, privilege, or interest of any third party.

3.2. Your Responsibilities. You will not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or materials related to, or provided with, the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use, access or otherwise exploit the Services to build or support, and/or assist a third party in building or supporting, products or services competitive to Company’s Services; (v) remove any proprietary notices or labels from the Services. You will use the Services only for your own internal business operations, and not for the benefit of a third party; (vi) You will not knowingly or willfully access or use (or try to access or use) the Services in any manner that could damage, disable, overburden, impair or otherwise interfere with Company’s provision of the Services to other users; (vii) you will be responsible for maintaining the security of Your Equipment and your account access passwords; (viii) you agree to make every reasonable effort to prevent unauthorized third parties from accessing the Services; and (ix) you will be liable for all of your acts and omissions and any acts or omissions by a third party under your credentials.

4. Ownership.

4.1. Proprietary Rights. You acknowledge and agree that Company owns or has rights to all intellectual property rights in and to the Services (including all derivatives or improvements thereof, data, information, text, images, designs, marks, logos, compilations, and other content on or made available through the Services, other than Your Data), any related documentation, software, products, platforms, know-how, techniques, designs, processes, and any other tangible or intangible technical material or information. This Agreement in no way conveys any right, title, or interest to you in the Services other than a limited right to use the Services in accordance with the terms and conditions herein.

4.2. Feedback. All suggestions, enhancements requests, feedback, recommendations or other similar input (“Feedback”) provided by or on behalf of you relating to the Services will be owned by Company, and you hereby assign any rights you may have in or to the Services or such Feedback to Company, and agree to take all reasonable acts necessary to accomplish the foregoing ownership transfer. Any rights not expressly granted herein are reserved by Company.

5. Fees, Billing, and Payment.

5.1. SaaS Service. Company may offer you a limited right to access and use the SaaS Service by making explicit that such use of the SaaS Service is subject to your payment to Company. By using the SaaS Service, you acknowledge and agree to your obligation to pay the corresponding usage, overage, or other applicable fees (collectively, “Fees”) to Company.

5.2. Fees. The Fees are as set on Company’s website. Company reserves the right at any time to change its prices and billing methods, either immediately upon posting or by e-mail delivery to you.

5.3. Billing. Company will bill you monthly for the use of the SaaS Service. Fees are payable upon receipt of an applicable invoice from Company, but no later than thirty (30) days after receipt of such invoice.

5.4. Payment. Company may accept payment by a valid credit or debit card (Visa, MasterCard, or any other issuer accepted by Company), PayPal account, or other supported payment method (each a “Payment Method”). Your Payment Method agreement (e.g., with your card issuer, PayPal or other third party) governs your use of the designated Payment Method service, and you must refer to that agreement and not this Agreement to determine your rights and liabilities relating thereto. By providing Company with your credit or debit card number or other Payment Method account and associated payment information, you agree that Company is authorized to immediately invoice your account for all fees and charges due and payable to Company hereunder and that no additional notice or consent is required. You agree to immediately notify Company of any change in your billing address or the credit or debit card or Payment Method account used for payment under this Agreement. All Fees and charges are nonrefundable and there are no refunds or credits, except as expressly provided otherwise

5.5. Taxes. All Fees, prices, and amounts due to Company are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you are responsible for payment of all such taxes, levies or duties, except for the amounts we elect to collect from you and remit to the applicable taxing authority.

5.6. Late Payments. If any fee is not paid in a timely manner, or Company is unable to process your payment using the information provided by you, Company reserves the right to revoke access to and use of the Premium Services with no liability to you.

5.7. Free Trial. If Company offers you a free trial of the SaaS Service, unless you cancel at least three (3) days prior to the end of the free trial, Company will automatically begin billing the payment method you provide to Company for any use of the SaaS Service that extends beyond the free trial, as described in this Section 5.

6. Term and Termination.

6.1. Suspension. Company reserves the right to suspend your access to the Services at any time if we reasonably believe (i) you are in breach of this Agreement, or (ii) your access or use of the Services violates any law or regulation or is disrupting other users’ access to or use of the Services.

6.2. Term. This Agreement will continue to apply for the duration of your use of the Services, unless earlier terminated as set forth herein.

6.3. Your Termination. If you want to terminate your access to the Services, you may do so by (i) notifying Company at any time at the following email address support@tacitbase.com; or (ii) closing your account for the SaaS Service, in accordance with Company’s policies and procedures.

6.4. Company Termination. Company may at any time terminate if (i) you have breached any provision of this Agreement (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with this Agreement); (ii) Company is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); (iii) the provision of the Services to you by Company is, in Company’s opinion, no longer commercially viable; or (iv) Company has elected to discontinue the applicable Services relating to you (or any part thereof).

6.5. Post-Termination. Upon any termination, your right to access and use the Services will terminate. Notwithstanding the foregoing, for up to thirty (30) days following termination, Company will use commercially reasonable efforts to permit you to access the Services solely to the extent necessary for you to retrieve a file of Your Data then in Company’s possession or control. You acknowledge and agree that Company has no obligation to retain Your Data and that Company may irretrievably delete and destroy Your Data after thirty (30 ) days following the termination of this Agreement.

7. Representations, Disclaimer of Warranties, Indemnities.

7.1. Representations and Warranties. Each Party represents and warrants to the other Party that it has the power and authority to enter into this Agreement. If you are paying for and using the SaaS Service, Company warrants to you that it will use commercially reasonable efforts to (a) perform the Services substantially in accordance with its documentation under normal use; and (b) provide the Services in a manner consistent with generally accepted industry standards. You must notify Company of any warranty deficiencies within 30 days from performance of the relevant Services in order to receive warranty remedies. For breach of the express warranty set forth above, your exclusive remedy will be the re-performance of the deficient Services. If Company cannot or does not re-perform such deficient Services as warranted and the deficiency is material, you will be entitled to recover a pro-rata portion of the Fees paid to Company for such deficient Services for up to the three (3) months (or the period in which the Services were deficient, if shorter) and such refund will be Company’s entire liability. There are no warranties for Free Trials.

7.2. Downtime. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Company’s reasonable control, but Company will use reasonable efforts to provide notice any scheduled unavailability of the Services.

7.3. Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, COMPANY AND ITS THIRD PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SERVICES (INCLUDING SOFTWARE), INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND QUALITY. COMPANY AND ITS THIRD PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR THE RESULTS YOU MAY OBTAIN BY USING THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY AND ITS THIRD PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE; OR (B) THE QUALITY OF THE, SERVICES WILL MEET YOUR REQUIREMENTS. YOU ACKNOWLEDGE THAT NEITHER COMPANY NOR ITS THIRD PARTY PROVIDERS CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY COMPANY, THE SERVICES (INCLUDING SOFTWARE) ARE PROVIDED TO YOU ON AN “AS IS” BASIS.

7.4. Limitation of Liability. COMPANY WILL NOT BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY OR LOSS OF CAPITAL, OPPORTUNITIES, EARNINGS, BUSINESS, DATA OR YOUR INVESTMENT DECISIONS, ACTS OR OMISSIONS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, OPPORTUNITIES, SAVINGS OR INVESTMENTS; (C) FOR ANY MATTER BEYOND IT’S REASONABLE CONTROL, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS OR LIABILITIES TO YOU, EXCEED THE FEES PAID BY YOU TO COMPANY IN THE PRECEDING 6 MONTHS OR FIFTY US DOLLARS ($50 USD), WHICHEVER IS GREATER. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply.

7.5. Indemnity. You will defend, indemnify and hold Company harmless against any loss, liabilities, penalties, damages or costs (including reasonable attorneys’ fees) incurred in connection with Your Data, your use of the Services in violation of this Agreement, your breach of Sections 3 and 8 of this Agreement, or your gross negligence or willful misconduct; provided, that Company reserves the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to indemnify Company. You will cooperate with Company with respect to such defense and settlement.

8. Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Such information includes, without limitation, Your Data, information related to your login identifiers and credentials and the nature and performance of your marketing programs. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except as expressly permitted in this Agreement) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing will not apply with respect to Confidential Information after five years following the termination of this Agreement or any Confidential Information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party; or (e) is required by law or court order to be disclosed.

9. Statistical Information. Notwithstanding anything else in this Agreement or otherwise, Company may monitor your use of the Services and use or exploit Your Data in an aggregate or anonymous manner, to compile statistical and performance information related to the efficacy, provision, and operation of the Services or to develop and commercialize new products or services. Company may make such information publicly available, provided that such information does not incorporate Your Data in way that is directly traceable to you and/or identify your Confidential Information on a stand-alone basis. Company retains all intellectual property rights in such aggregated and/or anonymous information.

10. Notices. Company may give notice applicable to Company’s general customer and user base by means of a general notice on the Services portal, and notices specific to you by electronic mail to your e-mail address on record in Company’s account information or by written communication sent by first class mail or pre-paid post to your address on record in Company’s account information. If you have a dispute with Company, wish to provide a notice under this Agreement, or becomes subject to insolvency or other similar legal proceedings, you will promptly send written notice to Company at legal@tacitbase.com.

11. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, terrorism, hostility, or sabotage or other criminal attack; act of God; electrical, internet, or telecommunication interruption or outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license) or changes in law hindering or preventing Company’s performance; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 20 days, either party may terminate upon written notice. This section does not excuse either party of its obligations to take reasonable steps to follow its normal disaster recovery procedures or your obligation to pay for the Services provided.

12. General provisions.

12.1. Governing Law and Venue. Any action, claim, or dispute related to this Agreement or the Services will be governed by Delaware law, excluding its conflicts of law provisions, and controlling U.S. federal law. You also agree to exclusive jurisdiction and venue for any action, Claim or dispute in federal or state courts in Delaware. The Uniform Computer Information Transactions Act will not apply to this Agreement. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. The failure of either party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. Except for actions for nonpayment or breach of either party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two years after the cause of action has accrued. In addition, YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO A TRIAL IN FRONT OF A JURY AND AGREE TO A BENCH TRIAL SOLELY ON AN INDIVIDUAL BASIS – NOT ON A CLASS OR CONSOLIDATED BASIS.

12.2. Complete Agreement. This Agreement represents the parties’ entire understanding relating to the Services, and supersede any prior or contemporaneous, conflicting or additional communications. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

12.3. Assignment. No joint venture, partnership, employment, or agency relationship exists between Company and you as a result of this Agreement or use of the Services. You may not assign this Agreement without the prior written approval of Company, such approval not to be unreasonably withheld or delayed, provided that such approval will not be required in connection with a merger or acquisition of all or substantially all of your assets. Company may freely assign this Agreement at its discretion. Any purported assignment in violation of this Section will be void.

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