Workday Studio License Terms

Workday Studio License Terms

PLEASE READ THE TERMS AND CONDITIONS OF THIS LICENSE (“LICENSE”) CAREFULLY BEFORE USING THE WORKDAY STUDIO INTEGRATION DEVELOPMENT TOOL BECAUSE THEY FORM A LEGAL AGREEMENT BETWEEN THE ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (“LICENSEE”) ON THE ONE HAND AND WORKDAY ON THE OTHER. TO DOWNLOAD AND USE WORKDAY STUDIO, YOU MUST BE AN AUTHORIZED PARTY (AS THAT TERM IS USED IN AN APPLICABLE WORKDAY ACCESS AGREEMENT) ACTING ON BEHALF OF EITHER (A) A CURRENT WORKDAY CUSTOMER ENTITY OR (B) AN ENTITY THAT IS A CURRENT PARTICIPANT IN ONE OF WORKDAY’S FORMAL ALLIANCE PARTNER PROGRAMS BUT ONLY TO THE EXTENT THE APPLICABLE PARTNER AGREEMENT EXPRESSLY GRANTS LICENSEE RIGHTS TO DEVELOP INTEGRATIONS TO THE WORKDAY SERVICE. IF YOU ARE NOT CERTAIN YOU ARE AN AUTHORIZED STUDIO USER, YOU MAY NOT PROCEED WITH THE INSTALLATION AND MAY NOT USE WORKDAY STUDIO. BY INSTALLING AND USING WORKDAY STUDIO YOU ARE REPRESENTING THAT YOU ARE AUTHORIZED TO AGREE TO THIS LICENSE ON LICENSEE’S BEHALF. IF LICENSEE IS BASED IN THE UNITED STATES, “WORKDAY” MEANS WORKDAY, INC. IF LICENSEE IS BASED OUTSIDE THE UNITED STATES, “WORKDAY” MEANS WORKDAY LIMITED.

1. Use of Workday Studio.

1.1 License Terms. Licensee is responsible for all Authorized Studio Users’ use of Workday Studio and ensuring compliance with this License. Licensee is responsible for ensuring that all copies of Workday Studio are deleted by its Authorized Studio Users at the end of the Term or earlier if an Authorized Studio User no longer needs Workday Studio to support Licensee. Licensee understands that subsequent versions of Workday Studio may be subject to different terms and conditions and Workday may require that Studio Integrations be created using the most current version of Workday Studio. Unless terminated earlier pursuant to the terms of this License, the license granted to Licensee herein will continue until the end of the Term. Licensee understands and agrees that Workday Studio is provided only under this License and not governed by the terms of any other agreement between Licensee and Workday. Licensee understands and agrees that neither Workday Studio nor any Studio Integration is part of the Workday Service.

(a) Use by Customers and their Authorized Parties. Workday Customer Authorized Parties (whether employed by the Customer or acting on behalf of a Customer in the course of performing consulting or other professional services to the Customer) may use Workday Studio on a limited, non-exclusive, non-transferable basis solely for the benefit of the specific Customer that has engaged them and solely for purposes of creating and supporting custom reports or integrations between the Workday Service and either a Workday Customer’s software and systems or a third-party’s software and systems for that particular Customer’s internal use.

(b) Use by Workday Partner Program Participants. If Licensee is an official participant in a Workday Services Alliance Partner Program, Licensee may use Workday Studio to train its own personnel and not for any other purpose. If Licensee is an official participant in a Workday Software Partner Program, Licensee may use Workday Studio to develop a Studio Integration only if specifically authorized by Workday in writing. No other use of Workday Studio is permitted under the Software Partner program terms.

1.2 Prohibited Activities. Licensee shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make Workday Studio available to any third party other than as specifically authorized in this License; (ii) use Workday Studio in violation of applicable Law; (iii) modify, copy, or create any derivative works based on Workday Studio or any of its components other than the creation of Studio Integrations in accordance with this License; (iv) reverse engineer or decompile any portion of Workday Studio, except to the extent required by applicable Law; (v) use Workday Studio in connection with creating or supporting any commercially available product or service; (vi) remove any copyright or other proprietary notices in Workday Studio; or (vii) use Workday Studio in any manner that exceeds the scope of use permitted in Section 1.1.

1.3 Open Source Software. The terms and conditions of this License shall not apply to any Open Source Software accompanying the Workday Studio. Any such Open Source Software is subject to the terms of the applicable open source license agreement and copyright notice(s).

1.4 Deployment and Support of Studio Integrations. Licensee may deploy Studio Integrations only if such integrations function properly and are secure. Licensee will not deploy any integration that may introduce data into the Workday Service that is subject to Payment Card Industry Data Security Standards (PCI data) or HIPAA (PHI data). Licensee will be solely responsible for the functioning of all Studio Integrations, the data flow, and any security issues caused by or related to Studio Integrations, as well as any maintenance required to ensure continued compatibility with the systems connected by the Studio Integrations. Licensee is solely responsible for correcting errors that cause an integration’s failure to run as designed and as scheduled. Licensee understands that Workday provides support only for the Workday Service pursuant to Workday’s then-current SLA. Before deployment, Licensee will ensure that Studio Integrations (i) have been scanned using industry-standard detection methods for Malicious Code; (ii) are adequately tested before Production use; (iii) will not interfere with or disrupt the integrity or performance of the Workday Service or any data contained therein; and (iv) will not disrupt Workday systems.

1.5 Fees and Taxes. Workday Studio is provided under this License at no fee but Workday reserves the right to charge for use in the future. Licensee is responsible for paying any taxes associated with the rights acquired hereunder, excluding taxes based on Workday's net income or property. If Workday has an obligation to pay or collect taxes for which Licensee is responsible under this section, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides Workday with a valid tax exemption certificate authorized by the appropriate taxing authority.

1.6 Federal Government End Use Provisions. Workday provides Workday Studio, including related software and technology, for federal government end use solely in accordance with the following: Government technical data and software rights related to Workday Studio include only those rights customarily provided to the public as defined in this License. This customary commercial License is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202.3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a “need for” right not conveyed under these terms, it must negotiate with Workday to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein.

2. Proprietary Rights.

2.1 Ownership. Workday (and its licensors) owns all right, title and interest in and to Workday Studio. Subject to Workday’s (and its licensors’) underlying ownership interest in Workday Studio and the terms and conditions herein, Licensee owns all right, title, and interest in and to the Studio Integrations it develops under this License without the involvement or input of Workday personnel. If Workday is involved in the development of a Studio Integration, Workday owns all right, title, and interest in and to such Studio Integration and Licensee that is a Customer has a non-exclusive, royalty-free license to use such Studio Integration solely for its internal business purposes and a Licensee that is not a Customer has a non-exclusive, royalty-free license to use such Studio Integration solely to support Workday Customers. To the extent Licensee discloses any portion of a Studio Integration (including Studio Integration Source Code) to Workday or others, except for any Licensee Confidential Information included therein, Licensee grants Workday a perpetual, irrevocable, non-exclusive, royalty-free license to use such Studio Integration and Studio Integration Source Code for any purpose whatsoever.

2.2 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Workday (and its licensors) reserves all rights, title, and interest in and to Workday Studio, including all related Intellectual Property Rights. No rights are granted to Licensee hereunder other than as expressly set forth herein.

2.3 Licensee Recommendations. Workday shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use any Licensee Input. Licensee is under no obligation to provide Licensee Input.

3. Confidentiality.

3.1 Confidentiality. A party shall not disclose or use any Confidential Information of the other party for any purpose outside the scope of this License, except with the other party's prior written permission.

3.2 Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind (but in no event using less than reasonable technology industry standard of care).

3.3 Compelled Disclosure. If a party is compelled by law to disclose Confidential Information of the other party, it shall promptly provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provide reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure.

3.4 Remedies. If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available, to injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies are inadequate.

3.5 Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; or (iv) is received from a third party without breach of any obligation owed to the other party.

4. Disclaimer. WORKDAY STUDIO IS PROVIDED “AS IS” AND WORKDAY MAKES NO WARRANTY AS TO ITS USE, DATA SECURITY, RELIABILITY OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKDAY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WITH RESPECT TO WORKDAY STUDIO. WORKDAY DOES NOT WARRANT THAT WORKDAY STUDIO WILL BE ERROR FREE OR UNINTERRUPTED OR THAT LICENSEE WILL BE ABLE TO CREATE A STUDIO INTEGRATION TO MEET LICENSEE’S NEEDS.

5. Indemnification.

5.1 Indemnification by Workday. Workday shall defend, indemnify, and hold Licensee harmless against any loss, damage, or costs (including reasonable attorneys' fees) in connection with claims, demands, suits, or proceedings ("Claims") made or brought against Licensee by a third party alleging that the use of Workday Studio (but not the Studio Integration itself) as contemplated hereunder infringes a copyright, a U.S. patent issued as of the beginning of the Term, or a trademark of a third party; provided, however, that Licensee: (a) promptly gives written notice of the Claim to Workday; (b) gives Workday sole control of the defense and settlement of the Claim (provided that Workday may not settle any Claim unless it unconditionally releases Licensee of all liability); and (c) provides to Workday, at Workday's cost, all reasonable assistance. Workday shall not be required to indemnify Licensee to the extent the Claim relates to: (v) the Open Source Software included in Workday Studio; (w) modification of Workday Studio by Licensee or its Authorized Studio Users in conflict with Licensee’s obligations or as a result of any prohibited activity as set forth herein; (x) use of Workday Studio in a manner inconsistent with the Documentation; (y) use of Workday Studio in combination with any other product or service not provided by Workday; or (z) use of Workday Studio in a manner not contemplated by this License. If Licensee is enjoined from using Workday Studio or Workday reasonably believes it will be enjoined, Workday shall have the right, at its sole option, to obtain for Licensee the right to continue use of Workday Studio, to replace or modify Workday Studio so that it is no longer infringing or to terminate this License and all licenses granted hereunder.

5.2 Indemnification by Licensee. Licensee shall defend, indemnify, and hold Workday harmless from any loss, damage or costs (including reasonable attorneys’ fees) incurred in connection with or relating to: (i) claims made or brought against Workday alleging that any Studio Integration infringes the rights of, or has caused harm to, a third party; or (ii) claims arising from use of Workday Studio by Licensee or its Authorized Studio Users in breach of this License (each a “Claim”). Workday shall: (a) promptly give written notice of the Claim to Licensee; (b) give Licensee sole control of the defense and settlement of the Claim (provided that Licensee may not settle any Claim unless it unconditionally releases Workday of all liability); and (c) provide to Licensee, at Licensee's cost, all reasonable assistance.

6. Limitation of Liability.

6.1 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WORKDAY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EXCEED TEN THOUSAND US DOLLARS (US $10,000). TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WORKDAY’S THIRD PARTY LICENSORS INCUR ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE.

6.2 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WORKDAY OR ITS LICENSORS HAVE ANY LIABILITY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR COST OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH WORKDAY STUDIO, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE WORKDAY STUDIO, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF WORKDAY OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WORKDAY OR ITS LICENSORS SHALL NOT BE LIABLE FOR LOSSES OR DAMAGES DUE TO SITUATIONS RESULTING FROM FORCE MAJEURE.

7. Term & Termination.

7.1 Term. The term of this License begins on the date Licensee receives Workday Studio and continues for so long as Licensee is supporting a Studio Integration that a Customer deployed and is using in Production (the “Term”). If Licensee is no longer under a current agreement with Workday for participation in a formal Workday alliance partner program, all use of Workday Studio must be as an Authorized Party of a Customer.

7.2 Termination. Either party may terminate this License, with or without cause, immediately upon written notice to the other party. Upon any termination, Licensee shall, as of the date of such termination, immediately cease accessing or otherwise utilizing Workday Studio as contemplated by this License and shall promptly delete all copies of Workday Studio and portions thereof and require its Authorized Studio Users to do the same.

7.3 Surviving Provisions. All provisions of this License shall survive any termination or expiration of this License, except for the licenses granted by Workday in Section 1 and its subparts titled, “Use of Workday Studio”.

8. General Provisions.

8.1 Relationship of the Parties. The parties are independent contractors. This License does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to this License.

8.2 Notices. All notices under this License shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the third business day after mailing; or (iii) confirmation of receipt after sending by facsimile or email to legal@workday.com. Notices to Workday shall be addressed to the attention of its Vice President, Legal at 6110 Stoneridge Mall Road, Pleasanton, CA 94588, USA. Notices to Licensee shall be addressed to Licensee’s designated support contact.

8.3 Export. Licensee shall comply with the export laws and regulations of the United States and other applicable jurisdictions in using Workday Studio. Without limiting the generality of the foregoing, Licensee shall not make Workday Studio available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction.

8.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this License shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

8.5 Assignment. Licensee may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Workday (which consent will not be unreasonably withheld).

8.6 Governing Law; Venue; Waiver of Jury Trial. This License shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. The state and federal courts located nearest to Alameda County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this License. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this License.

8.7 Entire Agreement. This License constitutes the entire agreement between the Parties with respect to the subject matter hereof. The parties expressly acknowledge and agree that the activities contemplated under this License are not covered under the terms and conditions under which Workday makes its hosted subscription services available to its Customers and partners, including without limitation any other agreement between Workday and Licensee. There are no agreements, representations, warranties, promises, covenants, commitments, or undertakings relating to Workday Studio other than those expressly set forth herein. This License supersedes all prior agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this License shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. If any provision of this License is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this License shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Licensee purchase order or in any other Licensee order documentation shall be incorporated into or form any part of this License, and all such terms or conditions shall be null and void.

9. Definitions.

"Authorized Studio User(s)" means Licensee’s employees, agents, representatives or third party providers authorized by Licensee to access or receive Workday Studio on Licensee’s behalf pursuant to this License.

"Confidential Information" means (a) each party’s business or technical information, including but not limited to any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, business structures and processes, personnel, research, development or know-how that is designated by the disclosing party as "confidential" or "proprietary" or the receiving party knows or should reasonably know is confidential or proprietary; and (b) Workday Studio along with the terms and conditions of this License.

“Customer” means a current direct, or indirect, licensee of the Workday Service authorized to use the Workday Service for Production purposes.

“Licensee Input” means suggestions, enhancement requests, recommendations, or other feedback provided by Licensee relating to the operation or functionality of Workday Studio.

“Documentation" means Workday’s electronic and /or hardcopy documentation for Workday Studio, which may be updated by Workday from time to time.

“Force Majeure” means events or circumstances not within either party’s reasonable control which may include, but not be limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, labor problems (other than those involving Workday or Licensee employees, respectively), computer or malicious acts including attacks through the internet to the extent such acts could not have been prevented through implementation of commercially available methods, internet service provider failures or delays involving hardware, software or power systems.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs.

“Intellectual Property Rights” means any and all common law, statutory and other industrial property rights and intellectual property rights, including copyrights, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and all moral rights related thereto.

“Law” means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party.

“Open Source Software” means the separate computer software components generally available to the public in source code form that are provided or used with Workday Studio and are licensed to you under the terms of the separate applicable license agreement(s) included with such software components.

“Production” means a Customer’s use of the Workday Service or a Studio Integration: (i) to administer the Customer’s ongoing business processes; (ii) generate data for the Customer’s books/records; or (iii) in any decision support capacity.

“Studio Integration” means the executable code derived from use of Workday Studio that may be deployed by a Customer for use with the Workday Service. Studio Integrations are deployed, maintained and supported either by Customer, a third party engaged by Customer, or Workday engaged by Customer.

“Studio Integration Source Code” means the source code associated a Studio Integration.

“Term” has the meaning given in Section 7.1.

“Workday Service” means Workday’s software-as-a-service applications provided to Workday Customers for their internal business purposes pursuant to a separate and independent agreement.

“Workday Studio” means Workday’s cloud-based integration development tool, including without limitation any downloaded or installed components, and related Documentation, but excluding any Open Source Software provided with such tool.

Updated July 19, 2017