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WORKDAY ONLINE TERMS OF SERVICE



Last Updated: 8/19/2024


These Terms of Service (“Terms”) apply to your access to and use of (a) the
website located at www.workday.com and all associated web pages, websites and
corresponding social media pages, (b) any web pages, websites, corresponding
social media pages, materials, or other documents (including all content
therein) that directly reference these Terms, (c) the Community (as defined
below), and (d) the Workday APIs (as defined below) ((a)-(d) collectively,  the
“Sites”) provided by Workday, Inc., its subsidiaries and affiliates (each
“Workday”, “we”, “us”  or “our”).

By checking a box agreeing to these Terms or by using our Sites, you agree to
these Terms, including the mandatory arbitration provision and class action
waiver in Section 14. If you do not agree to these Terms, do not use our Sites.


We may supply different or additional terms, conditions, guidelines, policies,
or rules in relation to some of our Sites or Workday products or services made
available on or through our Sites (“Supplemental Terms”). Any Supplemental Terms
become part of your agreement with us if you use the applicable Sites and are
hereby incorporated herein, and if there is a conflict between these Terms and
the Supplemental Terms, the Supplemental Terms will control for that conflict. 
The Supplemental Terms include our:

 * Workday Community Terms (solely when you access or use the Community, as
   defined below)
 * Paid Offering Terms (solely when you access or use Paid Offerings (as defined
   below)
 * Workday API Terms (solely when you access or use the Workday APIs, as defined
   below)
 * Global Addendum (solely when you access or use the Sites outside of the
   United States)
 * Trademark Usage Guidelines
 * Notice and Takedown Policy

We may also make changes to these Terms from time to time.  The “Last Updated”
legend above indicates when these Terms were last changed.  If we make future
changes,  the updating of the date at the top of these Terms will serve as
notice to you of the changes. It is your responsibility to check these Terms
periodically for changes. Unless we say otherwise, the amended Terms will be
effective immediately, and your continued use of our Sites will confirm your
acceptance of the changes. If you do not agree to the amended Terms, you must
stop using our Sites. 

1. Eligibility


You must be at least sixteen (16) years old to use our Sites.  If you use our
Sites on behalf of another person or entity, (a) all references to “you”
throughout these Terms will include that person or entity, (b) you represent
that you are authorized to accept these Terms on that person’s or entity’s
behalf, and (c) in the event you or the person or entity violates these Terms,
the person or entity agrees to be responsible to us.  If you are a parent or
legal guardian of a user under the age of 18 (or the age of legal majority), you
will be fully responsible for the acts or omissions of such user in relation to
our Sites.


2. Prohibited Conduct and Content

In connection with using our Sites, you will not violate any applicable law,
contract, intellectual property right or other third-party right or commit a
tort, and you are solely responsible for your conduct while using our Sites.
This includes, but is not limited to, you agreeing you will not:


 * Engage in any harassing, threatening, intimidating, predatory or stalking
   conduct;
   
 * Use or attempt to use another user’s account or information, share your
   log-in information, or otherwise allow any other person or entity to use your
   account, without authorization from that user and Workday;
 * Impersonate or post on behalf of any person or entity you are not authorized
   to represent, or otherwise misrepresent your affiliation with a person or
   entity;
 * Sell, resell or commercially use our Sites except where expressly permitted;
 * Copy, reproduce, distribute, publicly perform or publicly display all or
   portions of our Sites, except as expressly permitted by us or our licensors;
 * Modify our Sites, remove any proprietary rights notices or markings, or
   otherwise make any derivative works based upon our Sites;
 * Use our Sites other than for their intended purpose;
 * Use our Sites in any manner that could interfere with, disrupt, negatively
   affect or inhibit other users from fully enjoying our Sites or the Workday
   Service or that could damage, disable, overburden or impair the functioning
   of our Sites or the Workday Service in any manner;
 * Use our Sites in any manner that, in our sole discretion, circumvents the
   ordinary use or operation of the Workday Service or Workday APIs or disrupts
   our pricing structure or ability to provide products, services or support to
   our customers;
 * Reverse engineer any aspect of our Sites or do anything that might discover
   source code or bypass or circumvent measures employed to prevent or limit
   access to any part of our Sites;
 * Use any data mining, robots or similar data gathering or extraction methods
   designed to scrape or extract data from our Sites; 
 * Develop or use any applications that interact with our Sites without our
   prior written consent;
 * Send, distribute or post spam, unsolicited or bulk commercial electronic
   communications, chain letters, or pyramid schemes;
 * Link to any online portion of the Sites in a manner that damages or exploits
   our reputation or suggests any form of association, approval, or endorsement
   by us;
 * Bypass or ignore instructions contained in our robots.txt file; or
 * Use our Sites for any illegal or unauthorized purpose, or engage in,
   encourage or promote any activity that violates these Terms.

3. Ownership; Limited License

The Sites, including the text, graphics, images, photographs, videos,
illustrations and other content contained therein, are owned by Workday or our
licensors and are protected under both domestic and foreign laws. Except as
explicitly stated in these Terms, all rights in and to the Sites are reserved by
us or our licensors. Subject to your compliance with these Terms, you are hereby
granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable
license to access and use our Sites for your evaluation of our products and
services or use of our products and services under your agreement with Workday.
Any use of the Sites other than as specifically authorized herein, without our
prior written permission, is strictly prohibited, will terminate the license
granted herein and violate our intellectual property rights.

If you are a journalist, you may use all images available for download from the
image gallery in the Workday Media Resources websites in professional
publications to highlight Workday, its products and/or services.

4. Trademarks

WORKDAY and our logos, our product or service names, our slogans and the look
and feel of the Sites are trademarks of Workday and may not be copied, imitated
or used, in whole or in part, except with express permission and in accordance
with our Trademark Usage Guidelines. All other trademarks, registered
trademarks, product names and company names or logos mentioned on the Sites are
the property of their respective owners. Reference to any products, services,
processes or other information by trade name, trademark, manufacturer, supplier
or otherwise does not constitute or imply endorsement, sponsorship or
recommendation by us.  


5. Repeat Infringer Policy; Copyright Complaints

In accordance with the Digital Millennium Copyright Act and other applicable
law, we have adopted a policy of terminating, in appropriate circumstances, the
accounts of users who repeatedly infringe the intellectual property rights of
others. If you believe that anything on our Sites infringes any copyright that
you own or control, you may notify Workday’s designated agent in accordance with
our Notice and Takedown Policy.

6. Accounts

You must provide accurate account information and promptly update this
information if it changes, and you hereby agree to receive emails, SMS messages,
and other types of communication from Workday using the email address or other
contact information that you provide in connection with your account. You must
maintain the security of your account and promptly notify us if you discover or
suspect that someone has accessed your account without your permission. You may
not share your account information or credential with any other person or
entity, and may not permit any other person or entity to use your account
information or credentials. You are solely responsible for all activity
performed under your account. We reserve the right to reject, require that you
change or reclaim usernames, including trademark rights, in those usernames. You
agree that in the event of your death, incapacity or unavailability, we may
terminate any rights to your account or User Content (as defined herein), as
applicable.

7. Feedback

You may voluntarily post, submit or otherwise communicate to us any questions,
comments, suggestions, ideas, original or creative materials or other
information about Workday or our Sites (collectively, “Feedback”). You
understand that we may use such Feedback for any purpose, commercial or
otherwise, without acknowledgment or compensation to you, including to develop,
copy, publish, or improve the Feedback or to improve or develop new products,
services, or the Sites in Workday’s sole discretion. Workday will exclusively
own all improvements to, or new, Workday products, services, or Sites based on
any Feedback. You understand that Workday may treat Feedback as nonconfidential.


8. Third-Party Content

We may provide information about or links to third-party products, services,
activities or events, or we may allow third parties to make their content and
information available on or through the Sites (collectively, “Third-Party
Content”). We may provide Third-Party Content as a service to those interested
in such content. Your dealings or correspondence with third parties and your use
of or interaction with any Third-Party Content are solely between you and the
third party. Workday does not control or endorse any Third-Party Content, and
makes no representations or warranties regarding, any Third-Party Content,
including the accuracy, validity, timeliness, completeness, reliability,
integrity, quality, legality, usefulness or safety of Third-Party Content.  Your
access to and use of such Third-Party Content is at your own risk and may be
subject to additional terms, conditions, guidelines, policies, or rule
(including terms of service or privacy policies of the providers of such
Third-Party Content).

9. Credentialing

In Workday’s sole discretion, you may be offered credentials in the form of a
digital badge and/or electronic certificate(s) in connection with your use of
the Sites. You acknowledge and agree that the provision of such credentials does
not constitute any contractual relationship or guarantee between the parties,
including but not limited to an offer of employment by Workday or any other
third party. Your use of any such credentials shall comply with the terms
provided with such credential.

10. Indemnification

To the fullest extent permitted by applicable law, you will indemnify, defend
and hold harmless Workday and our subsidiaries and affiliates, and each of our
and their respective officers, directors, agents, partners and employees
(individually and collectively, the “Workday Parties”) from and against any
losses, liabilities, claims, demands, damages, expenses or costs (“Claims”)
arising out of or related to (a) your access to or use of the Sites or any
content you provide thereon or therein; (b) sharing your login credentials for
the Sites without Workday’s authorization; (c) your Feedback; (d) your violation
of these Terms; (e) your violation, misappropriation or infringement of any
rights of another (including intellectual property rights or privacy rights); or
(f) your conduct in connection with the Sites. You agree to promptly notify the
Workday Parties of any Claims, cooperate with the Workday Parties in defending
such Claims and pay all fees, costs and expenses associated with defending such
Claims (including attorneys' fees). You also agree that the Workday Parties will
have control of the defense or settlement, at Workday's sole option, of any
Claims. This indemnity is in addition to, and not in lieu of, any other
indemnities set forth in a written agreement between you and any of the Workday
Parties.


11. Disclaimers

YOUR USE OF OUR SITES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A
WRITING BY US AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, OUR
SITES AND ANY CONTENT THEREIN ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. OUR SITES CONTAIN LINKS TO
THIRD PARTY PRODUCTS AND SERVICES. YOUR NAVIGATION TO AND USE OF SUCH THIRD
PARTY PRODUCTS AND SERVICES IS SOLELY GOVERNED BY YOUR AGREEMENT WITH SUCH THIRD
PARTY. WORKDAY DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO SUCH THIRD
PARTY PRODUCTS AND SERVICES, INCLUDING THOSE THIRD PARTY PRODUCTS AND SERVICES
THAT ARE RECOMMENDED OR CERTIFIED BY WORKDAY AND THOSE THIRD PARTY PRODUCTS AND
SERVICES THAT ARE DESIGNED TO INTEROPERATE WITH WORKDAY OFFERINGS. WORKDAY
DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SITES AND ANY CONTENT THEREIN,
INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, WORKDAY DOES NOT REPRESENT OR
WARRANT THAT OUR SITES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, FREE OF
VIRUSES OR OTHER HARMFUL COMPONENTS OR CONTENT, OR ERROR-FREE OR THAT ACCESS TO
THE SITES WILL BE UNINTERRUPTED. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY
AND PERFORMANCE OF THE SITES. 

12.  Limitation of Liability

(a)   To the fullest extent permitted by applicable law, the Workday Parties
will not be liable to you under any theory of liability—whether based in
contract, tort, negligence, warranty, or otherwise—for any indirect,
consequential, incidental, or special damages or lost profits, even if Workday
or the other Workday Parties have been advised of the possibility of such
damages.

(b)   The total liability of the Workday Parties for any claim arising out of or
relating to these Terms or our Sites, regardless of the form of the action, is
limited to $100.

(c)   The limitations set forth in this Section 12 (Limitation of Liability)
will not limit or exclude liability of the Workday Parties for any matters in
which liability cannot be excluded or limited under applicable law.
Additionally, some jurisdictions do not allow the exclusion or limitation of
incidental or consequential damages, so the limitations or exclusions of section
12(a) may not apply to you.

13.  Release

To the fullest extent permitted by applicable law, you forever release and
discharge Workday and the other Workday Parties from any and all responsibility,
liability, claims, demands, causes of action, and/or damages (actual and
consequential) of every kind and nature, known and unknown (including claims of
negligence), arising out of or related to disputes between users and the acts or
omissions of third parties. If you are a consumer who resides in California, you
hereby waive your rights under California Civil Code § 1542, which provides:

“A general release does not extend to claims that the creditor or releasing
party does not know or suspect to exist in his or her favor at the time of
executing the release and that if known by him or her, would have materially
affected his or her settlement with the debtor or released party.”

14. Processing Data

For information about how we collect, use, share and otherwise process
information about you, please see our Privacy Statement.  Our Privacy Statement
does not constitute Supplemental Terms.

15. Promotions

Any sweepstakes, contests, raffles, surveys, games or similar promotions
(collectively, “Promotions”) made available through the Sites may be governed by
rules that are separate from these Terms. If you participate in any Promotions,
please review the applicable rules, as well as please see our Privacy Statement.
If the rules for a Promotion conflict with these Terms, the Promotion rules will
govern.

16. Governing Law; Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND WORKDAY TO
ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK
RELIEF FROM EACH OTHER. ARBITRATION PRECLUDES YOU AND WORKDAY FROM SUING IN
COURT OR HAVING A JURY TRIAL. YOU AND WORKDAY AGREE THAT ARBITRATION WILL BE
SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR
ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. WORKDAY AND YOU ARE EACH WAIVING
THE RIGHT TO TRIAL BY A JURY.

IF YOU ARE A CONSUMER (AS DEFINED BELOW), FOLLOW THE INSTRUCTIONS BELOW IF YOU
WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO
CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS
ARBITRATION AGREEMENT.

(a)   Informal Dispute Resolution Prior to Arbitration.  For any dispute or
claim that you have against Workday, that Workday has against you or that you
have, or Workday has, in each case relating in any way to these Terms or the
Sites, or any aspect of the relationship between you and Workday as relates to
these Terms or the Sites (collectively, “Claims” and each a “Claim”), you and
Workday agree to attempt to first resolve the Claim informally via the following
process. If you assert a Claim against Workday, you will first contact Workday
by sending a written notice of your Claim (“Claimant Notice”) to Workday,
attention of the General Counsel, by certified mail addressed to the appropriate
address identified below with a copy sent by email to legal@workday.com. The
Claimant Notice must (i) include your name, residence address, email address,
and telephone number; (ii) describe the nature and basis of the Claim; and (iii)
set forth the specific relief sought. If Workday asserts a Claim against you,
Workday will first contact you by sending a written notice of Workday’s Claim
(“Workday Notice”) to you via email to the primary email address associated with
your Account. The Workday Notice must (i) include the name of a Workday contact
and the contact’s email address and telephone number; (ii) describe the nature
and basis of the Claim; and (iii) set forth the specific relief sought.  If you
and Workday cannot reach an agreement to resolve the Claim within thirty (30)
days after you or Workday receives such a Notice, then either party may submit
the Claim to binding arbitration as set forth below. The statute of limitations
and any filing fee deadlines shall be tolled for thirty (30) days from the date
that either you or Workday first send a Claimant Notice or a Workday Notice, so
that the parties can engage in this informal dispute-resolution process.

Workday Mailing addresses for Claimant Notice

For users accessing the Sites from the United States:

6110 Stoneridge Mall Road
Pleasanton, CA 94588

For users accessing the Sites from outside the United States (except Australia):

Kings Building
152-155 Church Street
Dublin 7
D07 AOTN
Ireland

For users accessing the Sites from Australia:

Level 12
100 Pacific Highway
North Sydney
NSW 2060
Australia

(b)   Claims Subject to Binding Arbitration; Exceptions.  Except for (i) small
claims disputes in which you or Workday seek to bring an individual action in
small claims court located in the county of your billing address or (ii) any
disputes exclusively related to the intellectual property or intellectual
property rights of you or Workday, including any disputes in which you or
Workday seek injunctive or other equitable relief for the alleged unlawful use
of your or Workday’s intellectual property or other infringement of your or
Workday’s intellectual property rights (“IP Claims”), all Claims, whether based
in contract, tort, statute, fraud, misrepresentation, or any other legal theory,
including Claims that are not related to intellectual property or intellectual
property rights but are jointly filed with IP Claims, that are not resolved in
accordance with Section 14(a) will be resolved by a neutral arbitrator through
final and binding arbitration instead of in a court by a judge or jury. Such
Claims include, without limitation, disputes arising out of or relating to
interpretation or application of this arbitration provision, including the
enforceability, revocability, or validity of the arbitration provision or any
portion of the arbitration provision. The arbitrator will have the authority to
grant any remedy or relief that would otherwise be available in court.

(c)   Federal Arbitration Act.  These Terms affect interstate commerce, and the
enforceability of this Section will be substantively and procedurally governed
by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the extent
permitted by law. As limited by the FAA, these Terms, and the AAA Rules, the
arbitrator will have exclusive authority to make all procedural and substantive
decisions regarding any dispute and to grant any remedy that would otherwise be
available in court, including the power to determine the question of
arbitrability.

(d)  Arbitration Procedure (Consumers and Businesses).  All Claims must be
submitted to the American Arbitration Association (the “AAA”) and will be
resolved through binding arbitration before one arbitrator. The AAA administers
arbitration pursuant to the due process standards set forth by the AAA and rules
set forth by the AAA.  Such rules differ if you are a consumer or a business as
further described below:

●      If you are an individual using the Sites for your personal or household
use, you are a “Consumer”, and the then-current version of the AAA’s Consumer
Arbitration Rules, which are available on the AAA’s website (adr.org), as
amended by these Terms as follows, will apply to any arbitration between you and
Workday:

1.  YOU AND WORKDAY AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE
ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED,
AND YOU AND WORKDAY ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A
CLASS ACTION. The arbitrator may conduct only an individual arbitration and,
except as described below for the additional procedures to govern if twenty-five
(25) or more similar or coordinated claims are asserted against Workday or you
by the same or coordinated counsel, may not consolidate more than one
individual’s claims, preside over any type of class or representative
proceeding, or preside over any proceeding involving more than one individual.

2. For any arbitration you initiate, you will pay the consumer filing fee, and
Workday will pay the remaining AAA fees and costs. For any arbitration initiated
by Workday, Workday will pay all AAA fees and costs.

3. For all arbitrations where the Claims asserted are $25,000 or less, the
arbitration shall be resolved according to the AAA’s Procedures for the
Resolution of Disputes through Document Submission, and for all other
arbitrations the following procedure will apply: (i) the arbitrator will conduct
hearings, if any, by teleconference or videoconference, rather than by personal
appearances, unless the arbitrator determines upon request by you or by us that
an in-person hearing is appropriate; (ii) any in-person appearances will be held
at a location that is reasonably convenient to both parties with due
consideration of their ability to travel and other pertinent circumstances, and
(iii) if the parties are unable to agree on a location, such determination will
be made by the AAA or by the arbitrator.

4. If you or Workday submits a dispute to arbitration and the arbitrator orders
any exchange of information, you and Workday agree to cooperate to seek from the
arbitrator protection for any confidential, proprietary, trade secret, or
otherwise sensitive information, documents, testimony, and/or other materials
that might be exchanged or the subject of discovery in the arbitration. You and
Workday agree to seek such protection before any such information, documents,
testimony, and/or materials are exchanged or otherwise become the subject of
discovery in the arbitration. 

5. In addition, the provisions of Federal Rule of Civil Procedure shall apply
and be enforced by the arbitrator.

6. The arbitrator’s decision will follow these Terms and will be final and
binding. The arbitrator will have authority to award temporary, interim or
permanent injunctive relief or relief providing for specific performance of
these Terms, but only to the extent necessary to provide relief warranted by the
individual claim before the arbitrator. The award rendered by the arbitrator may
be confirmed and enforced in any court having jurisdiction thereof.
Notwithstanding any of the foregoing, nothing in these Terms will preclude you
from bringing issues to the attention of federal, state or local agencies and,
if the law allows, they can seek relief against us for you.

7. The  AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple
Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar
claims are asserted against Workday or against you by the same or coordinated
counsel or are otherwise coordinated. In addition to the application of the AAA
Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case
Filing Fee Schedule, you and Workday understand and agree that, when twenty-five
(25) or more similar claims are asserted against Workday or you by the same or
coordinated counsel or are otherwise coordinated, resolution of your or
Workday’s Claim might be delayed. For such coordinated actions, you and Workday
also agree to the following coordinated bellwether process:

●  Counsel for the claimants and counsel for Workday shall each select ten (10)
cases (per side) to proceed first in individual arbitration proceedings. The
remaining cases shall be deemed filed for purposes of the statute of limitations
but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in
connection with those cases until they are selected to proceed to individual
arbitration proceedings as part of a bellwether process. If the parties are
unable to resolve the remaining cases after the conclusion of the initial twenty
(20) proceedings, each side shall select another ten (10) cases (per side) to
proceed to individual arbitration proceedings.

●  A single arbitrator shall preside over each case. Only one case may be
assigned to each arbitrator as part of a bellwether process unless the parties
agree otherwise.

●  This bellweather process shall continue, consistent with the parameters
identified above, until all the claims included in these coordinated filings,
including your case, are adjudicated or otherwise resolved.

●  The statute of limitations and any filing fee deadlines shall be tolled for
claims subject to this bellweather process from the time the first cases are
selected for a bellwether process until the time your or Workday’s case is
selected for a bellwether process, withdrawn, or otherwise resolved.

●  A court shall have authority to enforce this paragraph and, if necessary, to
enjoin the mass filing or prosecution of arbitration demands against Workday or
you.    

●      If you are NOT a “Consumer” (as defined above), you are a “Business” and
the then-current version of the AAA’s Commercial Arbitration Rules and Mediation
Procedures, which are available on the AAA’s website (adr.org), as amended by
these Terms as follows, will apply to any arbitration between you and Workday:

1. YOU AND WORKDAY AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE
ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED,
AND YOU AND WORKDAY ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A
CLASS ACTION.  The arbitrator may conduct only an individual arbitration and,
except as described below for the additional procedures to govern if twenty-five
(25) or more similar or coordinated claims are asserted against Workday or you
by the same or coordinated counsel, may not consolidate more than one
individual’s claims, preside over any type of class or representative
proceeding, or preside over any proceeding involving more than one individual.

2. Any in-person appearances will be held in Alameda County, California, U.S.A.

3. The arbitrator’s decision will follow these Terms and will be final and
binding. The arbitrator will have authority to award temporary, interim or
permanent injunctive relief or relief providing for specific performance of
these Terms, but only to the extent necessary to provide relief warranted by the
individual claim before the arbitrator. The award rendered by the arbitrator may
be confirmed and enforced in any court having jurisdiction thereof.
Notwithstanding any of the foregoing, nothing in these Terms will preclude you
from bringing issues to the attention of federal, state or local agencies and,
if the law allows, they can seek relief against us for you.

4. You and Workday agree to cooperate to seek from the arbitrator protection for
any confidential, proprietary, trade secret, or otherwise sensitive information,
documents, testimony, and/or other materials that might be exchanged or the
subject of discovery in the arbitration. You and Workday agree to seek such
protection before any such information, documents, testimony, and/or materials
are exchanged or otherwise become the subject of discovery in the arbitration. 

5. In addition, the provisions of Federal Rule of Civil Procedure 68 shall apply
and be enforced by the arbitrator.

6. The  AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple
Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar
claims are asserted against Workday or against you by the same or coordinated
counsel or are otherwise coordinated. In addition to the application of the AAA
Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case
Filing Fee Schedule, you and Workday understand and agree that, when twenty-five
(25) or more similar claims are asserted against Workday or you by the same or
coordinated counsel or are otherwise coordinated, resolution of your or
Workday’s Claim might be delayed. For such coordinated actions, you and Workday
also agree to the following coordinated bellwether process:

●  Counsel for the claimants and counsel for Workday shall each select ten (10)
cases (per side) to proceed first in individual arbitration proceedings . The
remaining cases shall be deemed filed for purposes of the statute of limitations
but not for the purpose of assessing AAA fees. No AAA fees shall be assessed in
connection with those cases until they are selected to proceed to individual
arbitration proceedings as part of a bellwether process. If the parties are
unable to resolve the remaining cases after the conclusion of the initial twenty
(20) proceedings, each side shall select another ten (10) cases (per side) to
proceed to individual arbitration proceedings.

●  A single arbitrator shall preside over each case. Only one case may be
assigned to each arbitrator as part of a bellwether process unless the parties
agree otherwise.

●  This bellweather process shall continue, consistent with the parameters
identified above, until all the claims included in these coordinated filings,
including your case, are adjudicated or otherwise resolved.

●  The statute of limitations and any filing fee deadlines shall be tolled for
claims subject to this bellweather process from the time the first cases are
selected for a bellwether process until the time your or Workday’s case is
selected for a bellwether process, withdrawn, or otherwise resolved.

●  A court shall have authority to enforce this paragraph and, if necessary, to
enjoin the mass filing or prosecution of arbitration demands against Workday or
you.

(e)   One Year to Assert Claims. To the extent permitted by law, any Claim or
dispute by you or Workday arising out of or related to these Terms or the Sites,
or any aspect of the relationship between you and Workday as relates to your use
of the Sites, in each case other than IP Claims, must be filed within one year
after such Claim or dispute arose; otherwise, the claim is permanently barred,
which means that you and Workday will not have the right to assert the claim.

(f)    Opting Out of Arbitration (Consumers Only).  You have the right to opt
out of binding arbitration within 30 days of the date you first accepted these
Terms by providing us notice of your opt-out via email at legal@workday.com. In
order to be effective, the opt-out notice must include your full name, and
mailing address, and email address and clearly indicate your intent to opt out
of binding arbitration. By opting out of binding arbitration, you are agreeing
to resolve disputes in accordance with Section 15.

(g)   Rejection of Future Arbitration Changes.  You may reject any change we
make to Section 14 (except address changes) by personally signing and sending us
notice within 30 days of the change via email at legal@workday.com. If you do,
the most recent version of Section 14 before the change you rejected will apply.

(h)  Severability.  If any portion of this Section 14 is found to be
unenforceable or unlawful for any reason, including but not limited to because
it is found to be unconscionable, (i) the unenforceable or unlawful provision
will be severed from these Terms; (ii) severance of the unenforceable or
unlawful provision will have no impact whatsoever on the remainder of this
Section 14 or the parties’ ability to compel arbitration of any remaining claims
on an individual basis pursuant to this Section 14; and (iii) to the extent that
any claims must therefore proceed on a class, collective, consolidated, or
representative basis, such claims must be litigated in a civil court of
competent jurisdiction and not in arbitration. The litigation of those claims
will be stayed pending the outcome of any individual claims in arbitration.
Further, if any part of this Section is found to prohibit an individual claim
seeking public injunctive relief, that provision will have no effect to the
extent such relief is allowed to be sought out of arbitration, and the remainder
of this Section will be enforceable.

17. Governing Law

Any dispute arising from these Terms and your use of the Sites will be governed
by and construed and enforced in accordance with the laws of the State of
California, except to the extent preempted by U.S. federal law, without regard
to conflict of law rules or principles (whether of the State of California or
any other jurisdiction) that would cause the application of the laws of any
other jurisdiction. If any dispute between the parties is not subject to
arbitration or cannot be heard in small claims court, then the state and federal
courts located in Alameda County, California, will have exclusive jurisdiction.
You and Workday waive any objection to venue in any such courts. If your local
law requires that consumer contracts be interpreted subject to local law and
enforced in the courts of that jurisdiction, this section may not apply to you
(but only to the extent that local law conflicts with this section).

18. Modifying and Terminating Our Sites

Unless otherwise stated, we reserve the right to modify our Sites or to suspend
or stop providing all or portions of our Sites at any time or to charge, modify
or waive any fees required to use the Sites. You also have the right to stop
using our Sites at any time. We are not responsible for any loss or harm related
to your inability to access or use our Sites.

19.  Severability

If any provision or part of a provision of these Terms is unlawful, void or
unenforceable, that provision or part of the provision is deemed severable from
these Terms and does not affect the validity and enforceability of any remaining
provisions.

20. Export Control

You are responsible for complying with the export laws and regulations of the
United States and other applicable jurisdictions. Without limiting the
generality of the foregoing, you represent, warrant, and covenant that you are
not: (1) located in, or a resident or a national of, any country subject to a
U.S. government embargo; (2) listed on any U.S. government list of prohibited or
restricted parties; or (3) engaged in activities directly or indirectly related
to proliferation of weapons of mass destruction.

21. Miscellaneous

(a)   The failure of Workday to exercise or enforce any right or provision of
these Terms will not operate as a waiver of such right or provision. These Terms
(including any Supplemental Terms) reflect the entire agreement between the
parties relating to the subject matter hereof and supersede all prior
agreements, representations, statements and understandings of the parties. The
section titles in these Terms are for convenience only and have no legal or
contractual effect. Use of the word “including” will be interpreted to mean
“including without limitation.” Except as otherwise provided herein, these Terms
are intended solely for the benefit of the parties and are not intended to
confer third-party beneficiary rights upon any other person or entity. You agree
that communications and transactions between us may be conducted
electronically..

(b)   If you have a question or complaint regarding the Sites, please contact
us. Please note that e-mail communications will not necessarily be secure;
accordingly, you should not include credit card information or other sensitive
information in your e-mail correspondence with us. Further, under California
Civil Code Section 1789.3, California consumers are entitled to the following
specific consumer rights notice: The Complaint Assistance Unit of the Division
of Consumer Services of the California Department of Consumer Affairs may be
contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento,
California 95834, or by telephone at 1 (800) 952-5210.

Supplemental Terms

The following are Supplemental Terms (as defined in the Workday Online Terms of
Service) and apply together with the Workday Online Terms of Service to your
access and use of certain Sites or Workday products or services made available
on or though the Sites. Capitalized terms used in these Supplemental Terms which
are not otherwise defined have the meanings given to them in the Workday Online
Terms of Service.

1. Workday Community Terms

The following terms (the “Workday Community Terms”) apply solely to access to
and use of the Workday Community and all associated services, webpages, and
websites (“Community”).

(a)  Eligibility. If you use our Community on behalf of another person or
entity, (i) all references to “you” throughout these Community Terms will
include that person or entity, (ii) you represent that you are authorized to
accept these Terms on that person’s or entity’s behalf, and (iii) in the event
you or the person or entity violates these Community Terms, the person or entity
agrees to be responsible to us.

(b)  User Content.  Our Community may allow you and other users to create, post,
store and share content, including messages, text, photos, videos, software and
other materials (collectively, “User Content”), and you may make available
certain User Content through or in connection our interactive Community, such as
message boards and other forums, and chatting, commenting and other messaging
functionality. Except for the license you grant below, as between you and
Workday, you retain all rights in and to your User Content, excluding any
portion of the Sites included in your User Content.  

i. You grant Workday and its subsidiaries and affiliates a perpetual,
irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and
sublicensable (through multiple tiers) license to use, reproduce, modify, adapt,
publish, translate, create derivative works from, distribute, publicly or
otherwise perform and display, and exploit your User Content and any name,
username or likeness provided in connection with your User Content in all media
formats and channels now known or later developed without compensation to you or
any third party. When you post or otherwise share User Content on or through our
Community, you understand that your User Content and any associated information
(such as your username or profile photo) may be visible to others. Workday has
no control over and is not responsible for any use or misuse (including any
distribution) by any third party of User Content. If you choose to make any of
your personally identifiable or other information publicly available through the
Community, you do so at your own risk.

ii. You represent and warrant that your User Content, and our use of such
content as permitted by these Terms, will not violate any rights of or cause
injury to any person or entity. You further irrevocably waive any “moral rights”
or other rights with respect to attribution of authorship or integrity of
materials regarding User Content that you may have under any applicable law
under any legal theory.

iii. You may also post or otherwise share only User Content that is
nonconfidential and that you have all necessary rights to disclose. You may not
create, post, store or share any User Content for which you do not have all
rights necessary to grant us the license described above or that:

▪ Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd,
suggestive, harassing, threatening, invasive of privacy or publicity rights,
abusive, inflammatory or fraudulent;

▪  Would constitute, encourage or provide instructions for a criminal offense,
violate the rights of any party or otherwise create liability or violate any
local, state, national or international law;

▪  May infringe any patent, trademark, trade secret, copyright, moral right or
other intellectual or proprietary right of any party;

▪  Contains or depicts any statements, remarks or claims that do not reflect
your honest views and experiences;

▪  Impersonates, or misrepresents your affiliation with, any person or entity;

▪  Contains any unsolicited promotions, political campaigning, advertising or
solicitations;

▪  Contains any private or personal information of a third party without such
third party’s consent or contains your private or personal information;

▪  Contains any malware, viruses, corrupted data or other harmful, disruptive or
destructive files or content; or

▪  In our sole judgment, is objectionable, restricts or inhibits any other
person from using or enjoying our Community, or may expose Workday or others to
any harm or liability of any type.

iv.  Enforcement of this Section 1(c) is solely at Workday’s discretion, and
failure to enforce this section in some instances does not constitute a waiver
of our right to enforce it in other instances. In addition, this Section 1(c)
does not create any private right of action on the part of any third party or
any reasonable expectation that the Community will not contain any content that
is prohibited by such rules or that objectionable material will be promptly
removed after it has been posted. 

v. We do not undertake to review all User Content, and we expressly disclaim any
duty or obligation to undertake any monitoring or review of any User Content.
Although we have no obligation to screen, edit or monitor User Content, we may:

▪ delete or remove User Content or refuse to post any User Content at any time
and for any reason with or without notice, including without limitation for any
violations of applicable law or these Terms;

▪ terminate or suspend your access to all or part of the Community if your User
Content violates applicable law or these Terms;

▪ take any action with respect to your User Content that is necessary or
appropriate, in Workday’s sole discretion, to ensure compliance with applicable
law and these Terms or to protect any third-party rights, including third-party
intellectual property and privacy rights (e.g., providing information regarding
you to copyright owners in furtherance of Digital Millennium Copyright Act
takedown requests); and

▪ cooperate fully with any law enforcement authorities or court order requesting
or directing us to disclose the identity or other information of anyone posting
any materials on or through the Community.

(c)   Confidentiality. Workday may provide to you certain information that (a)
is marked or declared “Confidential” or “Proprietary” or in some other manner to
indicate its confidential nature or (b) based upon the facts and circumstances
of the disclosure, is information that a reasonable person would consider
confidential or proprietary (“Confidential Information”).  “Confidential
Information” does not include any information that (i) was publicly available
prior to the time of disclosure by Workday, (ii) becomes publicly available
after disclosure by Workday to you through no action or inaction by you, (iii)
is already in the lawful possession of you at the time of disclosure, (iv) is
obtained by you from a third party without a breach of such third party’s
obligations of confidentiality, or (v) is independently developed by you without
use of or reference to Workday’s Confidential Information. You will use
Workday’s Confidential Information only as necessary to use the Services
provided under these Terms and will use reasonable care to protect Workday’s
Confidential Information from being disclosed to persons other than, as
applicable, your employees, affiliates, contractors, agents, or professional
advisors who need to know it and who have a legal obligation to keep it
confidential. Your disclosure of Workday’s Confidential Information pursuant to
law or a judicial or administrative order will not be deemed to be a breach of
this Agreement, if you (A) provide timely written notice of such disclosure
requirement to Workday (if permitted to do so under applicable law), and (B)
reasonably cooperate, at your expense, with Workday’s efforts to limit the scope
of such disclosure.

2.  Workday Marketplace 

Workday’s certification or badging does not constitute a representation or
acknowledgment by Workday that any AI Application, App, or solution on Workday
Marketplace complies with any specific requirements, nor does it constitute
acceptance by Workday of any responsibility or liability for the AI Application,
App or solution.  It is your sole responsibility to evaluate any AI Application,
App or solution to ensure they are appropriate for Your usage, including, but
not limited to, all security and privacy controls.

3.  Paid Offering Terms

The following terms (the “Paid Offerings Terms”) are Supplemental Terms and
apply solely to products or services that are made available for purchase
through our Sites (“Paid Offerings”):

(a)   Transactions. By purchasing a Paid Offering through our Sites (a
“Transaction”), you represent that the applicable Paid Offerings will be used
only in a lawful manner.

(b)   Eligibility. To complete your purchase, you must have a valid billing and
shipping address within a country that can be selected for the billing and
shipping addresses as part of the checkout process on the Sites (the
“Territory”). We make no promise that Paid Offerings available on the Sites are
appropriate or available for use in locations outside the Territory.

(c)   Restrictions. You may only purchase Paid Offerings for personal use by
either yourself or your intended recipient of the Paid Offerings. The Paid
Offerings are not authorized for resale. We may place a limit on the quantities
that may be purchased per order, per account, per payment card, per person, or
per household. We reserve the right, without prior notice, to refuse service to
any customer or reject any order at any time and refund any money you have paid
for such order.

(d)   Paid Offering Listings. We may make available listings, descriptions and
images of our Paid Offerings or related coupons or discounts through our Sites
(“Listings”). We attempt to ensure that any such Listings are complete,
accurate, and current, but despite our efforts, the Listings may occasionally be
inaccurate, incomplete, or out of date. We make no representations as to the
completeness, accuracy, reliability, validity or timeliness of any Listings
(including any features, specifications and prices contained therein). The
Listings and the availability of any Paid Offering (including the validity of
any coupon or discount) are subject to change at any time without notice.

(e)   Price. Prices shown on the Sites exclude all taxes, as applicable.
Applicable taxes will be added to the amount of your purchase and itemized on
the check-out page. You will have an opportunity to review taxes and delivery
costs before you confirm your purchase. All prices on the Sites are subject to
change at any time without notice.

(f)   Payment. If you wish to make a Transaction, you may be asked to supply
certain relevant information to us or our payment processors, such as your
payment card number and its expiration date, your billing address and your
shipping information. You represent and warrant that you have the right to use
any payment card that you submit in connection with a transaction. By submitting
such information to us, as applicable, you grant to us the right to provide such
information to third parties for purposes of facilitating Transactions.
Verification of information may be required prior to the acknowledgment or
completion of any Transaction. You agree to pay all charges incurred by you or
on your behalf through the Services, at the prices in effect when such charges
are incurred, including all taxes and shipping and handling charges applicable
to your Transactions. In the event legal action is necessary to collect on
balances due, you will reimburse us and our vendors or agents for all expenses
incurred to recover sums due, including attorneys’ fees and other legal
expenses. Notwithstanding any amounts owed to Workday hereunder, Workday does
not process payment for any products or services. To facilitate payment for the
Paid Offering via payment card, we use payment processors.

(g)   Order Confirmation; Acceptance. You will have the opportunity to review
and confirm your order, including delivery address, payment method, and other
details of your order. We will display or send a notice when we ultimately
accept your order, and our acceptance will be complete at the time we display or
send the formal acceptance notice. Payment must be received by us before our
acceptance of an order.

(h)   Order Delays; Cancellation. We reserve the right to delay, refuse or
cancel any order prior to your use of the Paid Offering. For example, if there
are errors on the Site or made in connection with your order, inaccuracies in
Paid Offering or pricing information or Paid Offering availability, we reserve
the right to correct the error and charge you the correct price or cancel your
order. We will contact you if any portion of your order is canceled or if
additional information is required to accept your order.

(i)   Refunds, Returns, and Exchanges. All sales are final. Requests for refunds
will be reviewed by Workday and granted in Workday’s sole discretion, except
where prohibited by law. Any refunds granted will be made to the same method of
payment and account used to place the order. We do not currently provide for
returns or exchanges.

(j)   Reservation of Rights. Workday reserves the right, including without prior
notice, to limit the available quantity of or discontinue making available any
Paid Offering; to impose conditions on the honoring of any coupon, discount or
similar promotion; to bar any user from making any Transaction; alter the
payment option for Paid Offerings; and to refuse to provide any user with any
Paid Offering.

4. Workday API Terms

If Workday makes application programming interfaces available to you on or
through the Sites (the “Workday APIs”), you may not use any Workday APIs without
authorization under a separate agreement with Workday (the “Workday API
Terms”). 

5. Global Addendum

If you are in a country that provides consumer guarantees or imposes obligations
on us which cannot be excluded, restricted or modified by applicable law, or may
be so only to a limited extent, then nothing in the Terms is intended to
exclude, restrict or modify such mandatory guarantees or obligations. Without
limiting the foregoing, if you are in a country where any provision of these
Terms are illegal or unenforceable, or unlawful for any reason, including but
not limited to by statute or because such provision is found to be
unconscionable, (i) the unenforceable or unlawful provision will be severed from
these Terms; (ii) severance of the unenforceable or unlawful provision will have
no impact whatsoever on the remainder of these Terms.

If you reside outside of the United States in one of the countries listed below
(each an “Applicable Country”) and the Sites were offered to you in an
Applicable Country, please review this Global Addendum for special provisions
applicable to your use of the Sites in the Applicable Country (“Special
Provisions”). In the event of a conflict between the Special Provisions and
other provisions of the Terms, the provisions of the Special Provisions control.
By accessing or using the Sites, you also agree to be bound by the applicable
Special Provisions. All capitalized terms not defined in this Global Addendum
shall have the meaning given to them in the Terms. Applicable Countries:

 * European Union

The following provisions apply to you if you reside in an Applicable Country:

(a)  Binding Arbitration; No Class Action.  Notwithstanding anything to the
contrary in the Terms, you may bring legal proceedings regarding the Terms
either by following the arbitration procedure detailed in Section 16 the Terms
or, if given the right by applicable law, by submitting the dispute to an
arbitration administrator in the country in which you reside. To the extent any
proceeding is not subject to arbitration under applicable law, you may submit
the dispute to the courts of the country in which you reside.

(b)  Governing Law.  If you are an individual consumer in an Applicable Country
that requires consumer contracts to be governed by the laws of the Applicable
Country, the Terms will be governed by the laws of the Applicable Country, to
the extent required by local law.  If you are an individual consumer in an
Applicable Country that does not require that consumer contracts be governed by
the laws of the Applicable Country, the Terms will be governed by laws of the
State of California in accordance with Section 17 of the Terms.

(c)  Indemnification.  If required by applicable law, Section 10
(Indemnification) of the Terms does not apply if you are not responsible (with
at least slight negligence) for the indemnified event, breach or damage.

The following provisions apply to you if you reside in the European Union (the
“EU”) and the Sites were offered to you in the EU, notwithstanding anything to
the contrary in the Terms:

(a)  Software.  Software is subject to the Terms only if we have notified you
about the applicable Terms at time of contract conclusion and you have the
possibility to access the applicable Terms.

(b)  Feedback.  You do not waive your moral rights in any Feedback.

(c)  Termination by Workday.  Workday may terminate the Terms in case of
material or repeated failure to comply with the provision of the Terms. Before
any termination for your breach, we will give you a reasonable warning or cure
period, except if the nature of the breach justifies immediate termination,
taking into account both your and our legitimate interests. We may however
temporarily suspend and/or restrict your account in the event of other breaches
if the suspension and/or restriction is proportional to the severity of the
breach, also taking into account any prior breaches.

(d)  Disclaimers.  If we fail to supply a digital content or digital service we
owe you, or that digital content or digital service is not in conformity with
the contract, your statutory rights are unaffected, except that we will owe
damages only to the extent set forth in the Terms and this Global Addendum.

(e)  Limitation on Liability.  We do not limit our statutory liability for
intent, gross negligence, injuries to life, limb and/or health, to the extent we
have granted a guarantee (which must be expressly designated as such to be a
guarantee in the legal sense), and under mandatory product liability law. In
other cases, our liability for slightly negligent breaches of essential
contractual obligations is limited to the typical and foreseeable damage.
Essential contractual obligations are obligations that must be performed in
order to achieve the purpose of the contract in the first place, and on the
performance of which you may therefore generally rely. Other than in the cases
described above, we are not liable for slight negligence.

(f)  Language.  The Terms are translated into Dutch, French, German, Italian,
Japanese, Korean, and Spanish for convenience, but the English version shall be
the governing version.

 

 

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