‘oDesk Team’ Software License Agreement

Last modified: April 17, 2013
This update revises the oDesk Team License Agreement as a whole in connection with oDesk’s update of its User Agreement and Policies oDesk Team License Agreement
This oDesk Team License Agreement ("License Agreement") is a contract between you (the “User”) and oDesk Corporation ("oDesk," “we” or “us”). You must read, agree with and accept all of the terms and conditions contained in this License Agreement, or oDesk does not grant you a license to use its free desktop application enabling visibility, connectivity, collaboration and time-tracking (“oDesk Team App”). Additionally, you must read, agree with and accept the oDesk User Agreement, accessible at [link]. Capitalized terms not otherwise defined in this License Agreement have the meanings given them in the oDesk User Agreement. Sections 4.2 (Proprietary Rights), 7 (Warranty Disclaimer), and 8 (Limitation of Liability) of the oDesk User Agreement are incorporated by reference into this License Agreement. You understand that by downloading, installing or using the oDesk Team App, you agree to be bound by this License Agreement.
oDesk may amend this License Agreement by posting a revised version on the Site. Each revised version will state its effective date, which will be on or after the date we post it. If the revised version materially reduces your rights or increases your responsibilities, we may post it in advance of the effective date in order to give you notice. Your continued use of the oDesk Team App after the effective date of a revised version of this License Agreement constitutes your acceptance of its terms.

1. License.

Subject to this License Agreement, oDesk grants you a non-exclusive, non-transferable, non-sublicensable license to install, run and use the oDesk Team App solely in connection with your use of the oDesk Platform. oDesk reserves all rights in the oDesk Team App not granted to User in this License Agreement.

2. Restrictions.

User may not reverse engineer, decompile, or disassemble the oDesk Team App or access the oDesk Team App in order to build a competitive product or service. User may not rent or lease the oDesk Team App or copy, license, sublicense, sell, transfer, make available, distribute or assign the oDesk Team App to any third party. User shall not violate any laws or third party rights using the oDesk Team App. Without limiting the generality of the foregoing, User agrees to comply with all applicable import and export control laws and third parties’ Proprietary Rights. User acknowledges and agrees that oDesk may audit User’s compliance with this License Agreement by monitoring User’s computer and oDesk Team App usage.

3. User Data

User grants to oDesk a non-exclusive, worldwide, irrevocable, perpetual, transferable, royalty-free license, with the right to sublicense, to use, copy, view, store, transmit, display and otherwise exploit the data submitted by User via the oDesk Team App ("User Data") for the purpose of providing the oDesk Platform. oDesk does not claim any ownership rights in any User Data and nothing in this Agreement will be deemed to restrict any rights that User may have to use and exploit any User Data. User acknowledges and agrees that User is solely responsible for all User Data that User makes available through the oDesk Team App. oDesk shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any User Data. User acknowledges and agrees that User Data is stored at oDesk facilities for User’s access as part of the oDesk Platform, and User assumes all responsibility that such storage is in accordance with the applicable laws having jurisdiction over User’s activity, and that such storage is in accordance with User’s own privacy policies.

4. Term and Termination

The term of this License Agreement commences on the date User accepts it and continues until either party terminates it. You may terminate the license by discontinuing use of the oDesk Team App. oDesk may terminate the license at any time for any reason. This oDesk Team App and the license granted hereunder terminate automatically if:
  1. You violate this License Agreement,
  2. oDesk publicly posts a written notice of termination on the Site,
  3. oDesk sends a written notice of termination to you, or
  4. oDesk ceases providing access to the oDesk Team App to you.

5. General

  1. Relationship of the Parties. The parties are entering this License Agreement as independent contractors, and this License Agreement will not be construed to create a partnership, joint venture or employment relationship between them. Neither party will represent itself to be an employee or agent of the other or enter into any agreement on the other’s behalf of or in the other’s name.
  2. Assignability. You may not assign this License Agreement, nor any of your rights or obligations hereunder, without oDesk’s prior written consent. oDesk may freely assign this License Agreement without your consent. Any attempted assignment or transfer in violation of this section will be null and void. Subject to the foregoing restrictions, this License Agreement will inure to the benefit of successors and permitted assigns of the parties.
  3. Severability. If and to the extent any provision of this License Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or enforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
  4. Choice of Law; Venue. This License Agreement and any controversy, dispute or claim arising out of or relating to this License Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). The California state courts of San Mateo County (or, if there is exclusive federal jurisdiction, the United States District Court for the Northern District of California) will have jurisdiction and venue; each party hereby irrevocably consents to the personal jurisdiction and venue of these courts.
  5. No Waiver. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party.
  6. Miscellaneous. This License Agreement sets forth the entire agreement and understanding of the parties relating to their subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. No modification or amendment to this License Agreement shall be binding upon oDesk unless in a written instrument signed by a duly authorized representative of oDesk.