Workplace Terms of Use

Effective Date: November 22, 2016

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TBWA WORLDWIDE INC. (“TBWA”). IT CONTAINS IMPORTANT TERMS AND CONDITIONS GOVERNING YOUR ACCESS AND USE OF FACEBOOK AT WORK AS CUSTOMIZED FOR TBWA (“WORKPLACE”) USING FACEBOOK AT WORK WEBSITES, APPS AND ONLINE SERVICES THAT ARE OPERATED BY FACEBOOK AND THAT LINK TO THESE TERMS (“SERVICES”). PLEASE READ THE ENTIRE AGREEMENT CAREFULLY. BY CLICKING “AGREE” OR BY USING OR ACCESSING THE SERVICES YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT CLICK “AGREE,” AND DO NOT USE OR ACCESS THE SERVICES.

YOU MUST SIGN UP AND USE THE SERVICES WITH YOUR AGENCY EMAIL ADDRESS. YOU ACKNOWLEDGE THAT, AT ANY TIME, TBWA MAY ASSUME WITHOUT PRIOR NOTICE TO YOU CONTROL OF YOUR WORKPLACE USER ACCOUNT AND OBTAIN ACCESS TO ALL OF YOUR EXISTING AND FUTURE CONTENT AND DATA ON WORKPLACE.

1. Agreement

1.1. Your agreement with TBWA incorporates these Terms of Use, the Workplace Rules of the Road and the Facebook at Work Privacy Policy (“Agreement”). The provisions of this Agreement will control over any directly conflicting provisions of the Facebook at Work Privacy Policy.

2. Registration

Workplace Network

2.1. TBWA is a subscriber to a Facebook at Work network, and once you accept these terms you will register for the Services using the email address provided by your Agency and at registration you will automatically join the Workplace network (“Organization Controlled Network”).

2.2. Facebook has provided the Services to TBWA and TBWA will provision and control your Workplace user account. Accordingly, you should direct any questions, complaints or claims related to the Services or your use of the Services to workplace@ogsteam.com or facebook@ogsteam.com.

Organization Assuming Control

2.3. You acknowledge and agree that, at any time, TBWA may elect to assume and have full control over (a) all existing and future Your Content (defined below); and (b) all user accounts associated with its domain email address. Your Organization may delete the user account or Your Content of any user associated with its domain email address. You should contact workplace@ogsteam.com or facebook@ogsteam.com to understand your rights in relation to Your Content that you have previously submitted or shared through the Services.

2.4. Upon creation of your Workplace account, you acknowledge and agree that all right, title and interest in or to Your Content automatically and absolutely vests in TBWA free from all encumbrances and you hereby irrevocably, unconditionally and absolutely assign, transfer and set over unto your Organization all right, title and interest in and to all existing and future intellectual property rights in or to Your Content to the extent that it does not vest upon creation in your Organization (including the right to sue for past infringement) free from all encumbrances.

3. Separate Terms

3.1. You represent and warrant that each time you access or use the Services you shall comply with the Rules of The Road terms, policies, guidelines and procedures concerning Your Content submitted to or your activities on the Services.

3.2. Your Workplace account is separate from your personal Facebook account (“Personal FB Account”). Any activities that you engage in on your Personal FB Account, including copying, sharing, or otherwise transferring content from your Workplace account to your personal Facebook account – are governed by Facebook’s Statement of Rights and Responsibilities and Data Policy. Facebook will not import any content from the profile on your Personal FB Account to your Workplace profile unless you and TBWA consent to the importation.

4. Your Content

4.1. In this Agreement “Your Content” means the content, materials and information, including without limitation, information, audio recordings, photographs, videos, documents, or other materials, you create, send, submit, upload, publish, display, link or customize, store or transmit in connection with the Services.

4.2. Certain elements of the Services enable you to submit or share Your Content to the Services or with other users. You understand that if you do this, Your Content will be visible to others and you agree that they may, freely view, use, distribute, reproduce, display, adapt and transmit Your Content in connection with their use of the Services.

4.3. You represent and warrant that you have all necessary rights (including intellectual property rights) to share, distribute, publish and make available Your Content and license Your Content and Your Content will not infringe the rights of any third party (including TBWA and your Agency).

4.4 You agree not to submit to Workplace any of your patient, medical or other protected health information regulated by the U.S. HIPAA law or any similar country, federal or state laws, rules or regulations.

4.4. You should refer to TBWA’s internal privacy policies and the Facebook at Work Privacy Policy for more details on how Your Content and data submitted of Workplace or created as part of your use of the Services is managed.

4.5. Where Facebook processes Your Content or other data on your behalf, it has stated to TBWA that it takes appropriate technical and organizational security measures against unlawful processing.

TBWA Workplace Network

4.6. Your Content

(a) TBWA owns Your Content that is submitted through the Services, including your communications with other users of the Services and things that you post, do, and share on the Services;

(b) Where Facebook stores and processes Your Content through the Services, it does so on behalf of TBWA and in accordance with TBWA’s instructions; and

5. Acceptable Use And Your Content

5.1. To protect our users of Workplace and the Services, we have established a set of Workplace Rules of The Road. When using or accessing the Services you must comply with the Workplace Rules of the Road. For example, and without limitation, you may not use or attempt to use the Services to take any action that could harm us or any person or entity, interfere with the operation of the Services, or use the Services in a manner that violates any laws or any applicable terms or policies. You are responsible for all activities that occur under your password or Workplace user account.

5.2. Although we provide Rules of the Road in relation to user conduct, we do not control or direct actions of Users on the Services and are not responsible for Your Content or information that you transmit or share. Neither TBWA nor your Agency is responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or information you may encounter. Neither TBWA nor your Agency are responsible for the conduct, whether online or offline, of any user.

5.3. Facebook may deploy automated technologies to detect child pornography or other abusive material that may harm the Services, users or others. TBWA reserves the right, but, to the maximum extent allowed by law, disclaim any obligation to edit, suspend access to, limit distribution of, or remove any of Your Content that we determine to be in violation of this Agreement.

6. Third Party Websites

6.1. Content posted by TBWA may contain links to third-party websites. This does not imply our endorsement of any website and we are not responsible for the actions, content, information, or data of third-party websites or actions or any link contained in them, or any changes or updates to them. Third party websites will likely provide their own terms and conditions of use and privacy policies that may apply to you.

7. Suspension And Termination

7.1. TBWA or Facebook may terminate your account or this Agreement (in whole or in part) for any reason at any time; and

7.2 If you would like to stop using the Services, you should contact workplace@ogsteam.com or facebook@ogsteam.com.

7.3. If you stop working with your Agency, TBWA may immediately suspend or delete your Workplace user account.

7.4. You acknowledge and agree that TBWA may suspend, remove or adjust your access to the Services or Your Content in its discretion.

Suspension And Termination Generally

7.5. TBWA reserves the right to limit your access to, change, withdraw, suspend or discontinue the Services (or a part of them) at any time, in our sole discretion, without notice to you. TBWA may do so, for example, if TBWA is no longer able to provide a Service, user feedback suggests TBWA needs to make a change, due to technology improvements, or if our third party service providers or clients stop permitting us to use or provide access to their resources.

7.6. If your Workplace user account or the Services are terminated, your right to access and use the Services and Your Content immediately ends and any licenses granted under this Agreement terminate.

7.7. Upon termination or expiry of your Workplace user account or this Agreement for any reason, Sections 4, and 7-12 of this Agreement and any other related Sections will continue to apply.

8. WARRANTIES AND LIMITATION OF LIABILITY

8.1. WE TRY TO KEEP THE SERVICES ONLINE, BUG-FREE, AND SAFE, BUT YOU USE THE SERVICES AT YOUR OWN RISK. WE PROVIDE THE SERVICES AND OUR CONTENT WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES SUCH AS IMPLIED WARRANTIES TERMS OR REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SERVICES OR OUR CONTENT WILL ALWAYS BE AVAILABLE, UNINTERRUPTED, COMPLETE, ACCURATE, RELIABLE, TIMELY, SAFE, SECURE OR ERROR-FREE OR THAT THE SERVICES WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS OR ARE FREE OF ALL DEFECTS, ERRORS, VIRUSES OR BUGS.

9.2. WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

9. Disputes And Governing Law

9.1. If you have any claim or concern relating to the Services please notify workplace@ogsteam.com or facebook@ogsteam.com as soon as possible.

9.2. The laws of the State of New York in the United States of America will govern these Terms, as well as any claim that might arise hereunder, without regard to conflict of law provisions.

10. Changes

10.1. TBWA may, from time to time, change or modify the Agreement or any of our terms and policies referenced in or incorporated by this Agreement.

11. Feedback

11.1. TBWA has agreed that Facebook may use any feedback or suggestions TBWA or any user may give it regarding the Services, without any right to compensation from us. You represent and warrant that you have the authority to bind your Organization to this provision.

12. Some Final Terms

12.1. This Agreement is written in English (US). To the extent any translated version of this Agreement conflicts with the English version, the English version controls.

12.2. This Agreement makes up the entire agreement between you and us regarding the Services and supersedes any prior representations or agreements for the Services. You confirm you have not relied on any prior representations or agreements. Headings are for reference purposes only and do not form part of this Agreement.

12.4. If we fail to enforce any term of this Agreement or fail to respond to a breach by you, it will not be considered a waiver. Any waiver of this Agreement must be made in writing and signed by us.

12.5. You may not assign or transfer this Agreement or any rights or obligations herein without our prior written consent. We have the right to assign this Agreement, and any of its rights or obligations herein without notice to you. This Agreement is binding upon each party and its respective successors, heirs, trustees, administrators, executors and permitted assigns.

12.6. If any part of this Agreement is found to be illegal, invalid or unenforceable by any court or administrative body of competent jurisdiction, that provision will be severed with the remainder of this Agreement remaining in full force and effect.

12.7. We are not liable for any failure or delay to perform our obligations under this Agreement where the failure is due to anything beyond our reasonable control (for example, acts of God, natural disasters, fire, flood, acts of terror, malicious damage, compliance with any law or governmental order, or mechanical, electronic or communications failure or degradation).

12.8 You expressly release the Agency from any claim based upon your choice to participate on Workplace.