Terms and Conditions

1. Acceptance of Terms

These Terms and Conditions (“Terms”) constitute a legally binding agreement between you (either an individual or an entity, referred to as “you” or “User”) and Workonomy Technologies, Inc. (“Workonomy”, “Company”, “we”, or “us”), governing your access to and use of Workonomy's business card scanning and enrichment platform, including any related websites, mobile applications, and services (collectively, the “Platform”). By creating an account or by accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy (which is incorporated herein by reference). If you do not agree to any of these Terms or the Privacy Policy, you must not use the Platform.

Eligibility: You may use the Platform only if you are at least 18 years old or the age of majority in your jurisdiction, whichever is higher. By using the Platform, you represent and warrant that you meet this age requirement and are not barred from using the Platform under any applicable laws.

If you are using the Platform on behalf of a company or other legal entity (for example, as an employee using the Platform for your employer), you represent that you have the authority to bind that entity to these Terms. In that case, “you” will refer to both you as an individual and the entity you represent.

2. Description of Platform

Workonomy provides an online platform that allows users to digitize and manage business contact information. Key features of the Platform may include, but are not limited to, scanning physical business cards (via image upload or photo) to extract contact details, using artificial intelligence and web-sourced data to enrich those contact profiles with additional publicly available information, organizing contacts into a digital address book, and offering tools to search, edit, and export contact data. The Platform may be accessed through our website.

Paid Plans: Workonomy offers paid subscription plans with additional features or usage limits. Details of current plans, features, and pricing are provided on our website or within the app. Features may include limits on the number of card scans, access to advanced enrichment data, bulk export, etc. We reserve the right to modify or update the features included in each plan, or to introduce new plans, in accordance with Section 12 (Changes to Platform or Terms).

AI-Derived Data: The Platform utilizes OCR technology and AI algorithms to interpret card images and may integrate with third-party data sources. While Workonomy strives to provide accurate and useful enriched data (such as updated job titles, social media profiles, or company information for a contact), you acknowledge that data derived or provided by AI or third parties may not be 100% accurate, current, or complete. Such enriched data is provided “as is” for your reference, and we do not guarantee the accuracy or reliability of any information obtained through the Platform's enrichment features. (See Section 9 on Disclaimers for more details.)

The Platform is continually evolving. We may add, remove, or modify functionalities, and we will attempt to inform you of any major changes. Support: We may provide user support via email or an online help center, but we do not guarantee any specific response times unless you are on a plan that includes guaranteed support service levels.

By using the Platform, you understand and agree that Workonomy is providing you with a platform and tools to digitize and manage contact information, and that you are responsible for how you use that information in compliance with applicable laws (especially privacy laws when handling other people's contact details, as covered in Section 4 and Section 5).

3. Account Registration and Security

To access many features of the Platform, you must create a user account. When registering an account, you agree to provide true, accurate, current, and complete information about yourself as prompted by the registration form (such as your name and a valid email address). You also agree to update your account information promptly if it changes, so that we have accurate records.

Account Credentials: You will be asked to choose a password (or use an OAuth single sign-on) for your account. You are responsible for maintaining the confidentiality of your account login credentials, including any username, password, or other piece of security information used to access your account. You must not share your password or allow any other person to access the Platform using your credentials. You agree to notify us immediately at support@workonomy-ai.com if you suspect or become aware of any unauthorized use of your account or any breach of security.

You are solely responsible for all activities that occur under your account, whether or not you personally authorized them. This means that if someone else uses your login (with or without your permission), you are accountable for their actions on the Platform. We strongly encourage you to use a strong, unique password and to enable any additional security features we may offer (such as two-factor authentication) to protect your account.

Account Types and Restrictions: You may create one personal account for your own use of the Platform. If you wish to use the Platform on behalf of an organization or team, we may offer multi-user or enterprise accounts under separate terms. Unless expressly allowed by Workonomy, you agree not to create an account for anyone else or create multiple accounts for yourself. You also agree not to sell, rent, or transfer your account to another person. Workonomy reserves the right to suspend or terminate accounts that are inactive for an extended period, or if we have reason to suspect that the account information is false or that the account is being used in violation of these Terms or applicable law.

4. User Obligations and Acceptable Use

By accessing or using the Platform, you agree to use it only for lawful purposes and in compliance with these Terms and all applicable laws and regulations. You are responsible for all your activities on the Platform and for any content or data that you upload or process through the Platform. Specifically, you agree not to:

• Violate Laws or Rights: You will not use the Platform in any manner that violates any applicable local, state, national, or international law or regulation. This includes all data protection and privacy laws (including EU/UK GDPR and Japan's APPI), intellectual property laws, export control laws, and regulatory requirements. You also agree not to infringe or misappropriate the intellectual property rights, privacy rights, or other rights of any person or entity.
• Upload Unlawful or Harmful Content: You will not upload, post, or transmit through the Platform any content that is illegal, harmful, obscene, defamatory, libelous, threatening, harassing, abusive, or invasive of another's privacy. Specifically regarding contact data, you shall not upload any business card or personal information that you know or suspect was obtained without proper authorization. You must have the right to share the data of third parties (see Section 5 on User Content and third-party data responsibilities). You also agree not to upload any viruses, malware, or any other code that could harm the Platform or other users.
• Interfere with the Platform: You will not engage in any activity that could disrupt, damage, overburden, or impair the functioning of the Platform or interfere with any other party's use of the Platform. This includes not attempting to circumvent any security or access controls, not launching any form of denial-of-service attack, and not using automated means (such as bots or scrapers) to access the Platform in a manner that sends more request messages to the Workonomy servers than a human can reasonably produce in the same period.
• Reverse Engineering and Misuse: You agree not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of any part of the Platform, except to the limited extent that applicable law expressly permits it notwithstanding this limitation. You will not modify, adapt, translate, or create derivative works based on the Platform without our prior written consent. Additionally, you shall not use the Platform to develop or enhance any competing product or service.
• Sub-licensing or Unauthorized Access: Your use of the Platform is personal (or internal to your organization). You will not rent, lease, loan, sell, resell, sublicense, distribute, or otherwise transfer the Platform or any of your rights under these Terms to any third party. You shall not permit any unauthorized person to access the Platform through your account. If you operate a service bureau or are a consultant, you cannot use your account to process data on behalf of third parties without our explicit permission.
• No Scraping or Data Harvesting: Except as expressly allowed by the Platform's features, you will not use any manual or automated system to scrape, harvest, crawl, or collect information (including contact data, other users' information, or information about the Platform's architecture) from the Platform. You also agree not to use the output of the Platform in a manner that violates any third party's terms of service – for example, if the Platform provides you with a link to a social media profile, you must respect that platform's terms if you choose to use the link or data.
• Impersonation and Misrepresentation: You must not impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity in connection with your use of the Platform. You also shall not imply that your uploaded contacts or content is sponsored or endorsed by Workonomy (we do not endorse any user content).
• Security Testing: You may not perform any security penetration tests or vulnerability scans on the Platform without our prior written approval. Unauthorized security testing is strictly prohibited.
• Spam and Unsolicited Communications: You will not use the Platform to facilitate the transmission of any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," or "pyramid schemes." While Workonomy itself may offer you tools to email or export your contacts, you are responsible for ensuring that any communications you send to those contacts comply with applicable anti-spam laws (like the CAN-SPAM Act or GDPR's direct marketing rules).

If you become aware of any misuse of the Platform or any violation of these Terms by any user, please contact us immediately at support@workonomy-ai.com. Workonomy reserves the right (but is not obligated) to monitor any user's use of the Platform and any content posted, and to investigate and take appropriate action against anyone who, in our sole discretion, violates the Acceptable Use rules or any other provision of these Terms. Such action may include removal or modification of content, suspension or termination of accounts, and reporting to law enforcement authorities if necessary.

5. User Content and Data (Including Third-Party Contact Data)

Your Content: As part of using the Platform, you may upload, submit, store, or share data and materials (collectively, "User Content"). User Content includes the images of business cards you scan, the contact details and notes you add about individuals, any custom tags or categories you create, and any other information or files you input into the Platform. You retain ownership of all intellectual property rights in your User Content, to the extent you have such rights.

License to Workonomy: By submitting User Content to the Platform, you grant Workonomy a worldwide, royalty-free, non-exclusive, transferable, sublicensable license to use, reproduce, host, store, re-format, display, perform, and distribute your User Content solely for the purpose of operating, maintaining, and improving the Platform and fulfilling our obligations under these Terms. This means, for example, we have your permission to process your uploaded business card images, extract the text, enrich the data, display it back to you, back it up on our servers, and send it when you request an export. We do not claim ownership over your User Content, and we will not use it outside of providing the Platform to you, except as permitted by the Privacy Policy (for instance, aggregated data for improving our algorithms, without identifying you or your contacts).

Your Lawful Rights to Content: You represent and warrant that you have all necessary rights, permissions, and authority to provide the User Content to Workonomy and to grant the licenses above. In particular, if you upload personal data about other people (such as the information on a business card), you represent that you have obtained any required consent or notice to collect and use that data. You also represent that uploading the content and allowing Workonomy to process it will not violate any contract, law, or regulation. You are solely responsible for the content you upload and the consequences of sharing or processing it.

Third-Party Personal Data: We want to emphasize your responsibility when handling third-party personal data in the Platform. If you upload someone else's business card or contact details, you agree that you have the person's consent or another valid legal basis to do so, and to have that information processed by us. You are responsible for complying with any privacy laws that apply to the personal data you upload. For example, if required, you should inform the individuals that you are storing their contact information in a service like Workonomy and that it may be processed to update their details. Workonomy acts as a data processor for this information as described in our Privacy Policy's Data Processing Addendum. If any individual whose data you've uploaded asks for it to be removed, you should delete it and can use the Platform's features to do so.

No Sensitive Data: The Platform is not intended for sensitive personal data (like health records, credit card numbers, social security numbers, biometric data, etc.). Do not upload such data. We will not be liable for any damages that result from your uploading of sensitive or highly confidential data.

Content Standards: All User Content must comply with the Acceptable Use requirements in Section 4. We do not actively review all content users upload, but we (and our automated systems) reserve the right to remove or disable access to any User Content that we believe, in our sole discretion, violates these Terms or is otherwise harmful to the Platform or other users. We are not responsible for any failure or delay in removing such content.

Data Accuracy: You are responsible for the accuracy and quality of the data you input. Workonomy is not liable for errors in OCR or data enrichment, but we provide mechanisms for you to correct and edit contact information. We encourage you to verify critical information (like a contact's email address or phone number) before relying on it. Any reliance on the information obtained from our Platform is at your own risk (see Section 9, Disclaimers).

Feedback: If you provide us with any suggestions, ideas, improvement requests, or other feedback regarding the Platform (“Feedback"), you acknowledge that such Feedback is given voluntarily and we are free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback as we see fit, without any obligation to you. Any improvements or enhancements based on Feedback shall be our sole property. (In other words, you grant us a perpetual, irrevocable, royalty-free license to use your Feedback for any purpose.)

Publicity of Content: By default, the contacts and data you upload are private to your account. Workonomy will not make your User Content public or share it with other users without your explicit action or consent (for example, if you choose to use a feature to share a contact or collaborate with a team). However, certain usage information might be aggregated for analytics. Also, if you participate in any community forums or public features we may offer, content you post there could be seen by others – but those are separate from your personal contact database.

We take no responsibility and assume no liability for any User Content that you or any other user or third party provides or posts. You understand that when using the Platform, you may be exposed to content from others that might be inaccurate, incomplete, or objectionable. You agree that Workonomy will not be liable for any damages arising from User Content or from your reliance on it.

6. Paid Plans, Fees, and Payments

Certain features of the Platform are offered only through paid subscriptions ("Paid Plans"). By subscribing to a Paid Plan, you agree to pay the applicable fees ("Fees") and abide by any additional terms that may apply to that plan. The following terms outline our payment and subscription policies:

a. Fees and Billing: When you sign up for a Paid Plan, you will be shown the Fees and billing frequency (e.g. monthly or annual) applicable to that plan. All Fees are stated and payable in U.S. dollars (unless we specify another currency). You must provide a valid payment method (such as a credit card or other accepted payment provider) and accurate billing information. By providing a payment method, you authorize Workonomy (or our payment processor acting on our behalf) to charge the Fees to your payment method on the schedule described (e.g., on the first day of each billing period). All payments are due in advance for the forthcoming subscription period, unless otherwise specified.

b. Taxes: The Fees are exclusive of any taxes, levies, or duties imposed by taxing authorities. You are responsible for any sales, use, value-added, or similar taxes that apply to your subscription (except taxes on our income). If we are required to collect taxes, we will add those to the Fees and charge them to you, based on the billing information you provide. For example, if you provide a billing address in a certain state or country, we may calculate and charge the appropriate sales/VAT tax.

c. Auto-Renewal: Subscriptions automatically renew at the end of each billing period (monthly or yearly, depending on your plan) unless you cancel prior to the renewal date. This means that unless you cancel, we will charge your payment method automatically on the renewal date for the next period's Fees. The renewal will be for the same duration as the expiring subscription, unless otherwise notified. For example, if you signed up for a monthly plan, it will renew for another month; if an annual plan, for another year. You agree that your account will be subject to this automatic renewal feature. If you do not want your subscription to auto-renew, you must cancel it in your account settings or by contacting us at least one (1) day before the renewal date.

d. Changes to Fees: Workonomy reserves the right to change the Fees for the Platform or any component of a plan. Fee changes will not apply retroactively to ongoing subscription periods. If we change the price of your subscription or introduce new charges, we will give you advance notice (for example, by email or a notice within the Platform) at least 30 days before the next billing cycle. If you do not agree to the price changes, you must cancel your subscription before the price change takes effect. Continued use of the Platform after the price change constitutes your agreement to pay the new amount. If you have prepaid for an annual plan, any price changes will only take effect when it's time to renew for a new term.

e. Upgrades, Downgrades, and Plan Changes: You may have the option to upgrade or downgrade your subscription plan. If you upgrade (move to a higher-tier plan), the change may take effect immediately and a prorated charge may be applied. For example, if you move from a free or lower plan to a higher paid plan, you will be charged a prorated fee for the remainder of the current billing period at the new rate, and then the full price of the new plan in the next billing cycle. If you downgrade (move to a lower-tier or free plan), the change will usually take effect at the end of your current paid term, and you will retain access to the higher-tier features until that term ends. Downgrading may cause loss of features or capacity (for instance, if the new plan has lower limits on the number of contacts or scans). Workonomy is not liable for any loss of data or functionality due to a downgrade that you initiate.

f. Cancellation: You can cancel your Paid Plan at any time via your account settings or by contacting our support team. If you cancel, your subscription will remain active until the end of the current billing period that you have paid for, and you will not be charged for the next period. We do not typically offer refunds for partial periods or unused time after cancellation. For example, if you paid for a year and cancel after 6 months, you will still have access for the remaining 6 months but will not receive a refund for the unused portion (unless required by applicable law or explicitly stated otherwise). Upon cancellation, or downgrading to a free plan, you may lose access to features exclusive to paid plans, and we may limit your account to the free tier allowances (which might involve restricting certain data until you delete some content to meet free limits). We strongly recommend exporting your data if needed before your paid features expire.

g. Late Payments: If we are unable to charge your provided payment method for any reason (for example, expiration or insufficient funds), we will attempt to notify you and may retry billing. If the issue persists, we reserve the right to suspend or terminate your access to paid features until payment is received. You agree to provide a timely updated payment method if the one you provided is closed or no longer valid.

h. No Refunds Policy: Except as required by law or explicitly provided in these Terms, payments are non-refundable. This includes instances such as unused portions of a subscription term, or if your account is terminated by us due to a breach of these Terms. In certain cases, and at our sole discretion, we may provide pro-rated refunds or credits (for example, if we terminate the Platform entirely or you cancel promptly after a renewal charge due to forgetting to cancel auto-renewal, we may choose to refund as a courtesy). However, these exceptions are at our discretion and do not constitute a waiver of our general "no refunds" policy.

i. Chargebacks and Disputes: If you dispute any charges, you must contact us in writing within 60 days of the charge date. We will investigate in good faith. We reserve the right to suspend or terminate your account for chargebacks or payment disputes that we determine to be unjustified or initiated in bad faith.

j. Promotions and Discounts: From time to time, we may offer special promotional rates or discounts. Such promotions may be limited to specific users, regions, or time frames, and are subject to any additional terms we specify. Promotional offers are not transferable and not redeemable for cash. If you sign up under a promotional rate, once the promotional period ends, normal pricing will apply.

By subscribing to a Paid Plan, you acknowledge that your subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your subscription by you or Workonomy. Be sure to read the details of any plan before subscribing, and if you have questions, contact us.

7. Intellectual Property Rights

Workonomy's Content and IP: The Platform, including all of its content, visual interfaces, graphics, design, compilation, information, computer code, software, services, and all other elements of the Platform (“Workonomy Content”), is the intellectual property of Workonomy or our licensors. This includes any and all trademarks, logos, and service marks (“Marks") displayed on the Platform (such as "Workonomy™"), which are owned by Workonomy or others who have authorized their use. All Workonomy Content and Marks are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. We reserve all rights not expressly granted to you under these Terms.

License to You: Subject to your compliance with these Terms, Workonomy grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform and Workonomy Content for your internal use during the term of your agreement with us. This license allows you to use our software and platform as intended – for example, to upload contacts, view results, and download your data – and to print or download materials from the Platform for your personal or internal business use. No other use is permitted. You may not copy, reproduce, distribute, republish, reverse engineer, scrape, display, post, or transmit any part of the Platform or Workonomy Content except as explicitly allowed by these Terms or by our written consent. Any rights not expressly granted to you in these Terms are reserved by Workonomy.

Restrictions: You shall not: (a) remove or alter any copyright, trademark, or other proprietary notices contained in or on the Platform or Workonomy Content; (b) use any Workonomy Marks without our prior written permission; (c) use any meta tags or other "hidden text" using our Marks without permission; (d) attempt to circumvent any content-filtering techniques we employ or attempt to access areas or features of the Platform that you are not authorized to access; (e) use the Platform to build a competing product or service or copy any features or functions of the Platform; (f) use any automated means (like robots, spiders, scraping) to access or extract data from the Platform without our permission (except as may be permitted by a public search engine's robots.txt policy).

Open Source Components: The Platform may include certain open source software components provided by third parties. Such components are licensed under their own licenses, which can be found in the Platform documentation or within the software. To the extent required by those open source licenses, their terms will apply in lieu of these Terms for the respective components, but only to the degree necessary to resolve conflict.

Third-Party Content: The Platform might display or incorporate information, links, or content from third parties (for example, enriched data like a logo or company description from a public source). All third-party content is the property of its respective owners and may be protected by intellectual property laws. Your use of third-party content may be subject to the terms provided by those third parties. Workonomy is not responsible for any third-party content, links, or services and does not guarantee their accuracy or completeness.

Feedback IP: As noted in Section 5, any Feedback you provide to Workonomy may be freely used by us, and we may incorporate it into the Platform or Workonomy Content without any obligation to you.

Reservation of Rights: Except for the limited licenses expressly granted to you in these Terms, all right, title, and interest in and to the Platform and Workonomy Content (including all intellectual property rights such as copyrights, patents, trade secrets, and trademarks) remain with Workonomy and its licensors. No title or ownership of any proprietary rights related to the Platform is transferred to you pursuant to these Terms.

If you violate any of the above intellectual property terms, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of Workonomy Content you have made. We reserve all rights to seek remedies for any infringement of our intellectual property rights.

8. Warranties and Disclaimers

User Warranties: You represent and warrant that: (a) the information you provide to us upon registration and at all other times is true, accurate, and complete; (b) you have the right and authority to enter into these Terms and to perform all of your obligations hereunder; and (c) you will comply with all applicable laws, regulations, and ordinances in your use of the Platform. If you are registering on behalf of a company or other entity, you further represent that you have the authority to bind that entity to these Terms.

Platform Provided "As Is": Workonomy provides the Platform and Workonomy Content on an "AS IS" and "AS AVAILABLE" basis. Your use of the Platform is at your own risk. To the maximum extent permitted under applicable law, Workonomy disclaims any and all warranties, express or implied, regarding the Platform, the Workonomy Content, and any results you may obtain from their use. This includes, but is not limited to: implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties that may arise from course of dealing or usage of trade. We make no guarantees that the Platform will meet your requirements, achieve any intended results, be compatible or work with any other software, systems or services, or operate without interruption or error.

No Warranty on Accuracy of Data: Specifically, while the core function of our Platform is to extract and enrich contact data, Workonomy does not warrant or guarantee that any data (including OCR results or enriched information) provided through the Platform is accurate, complete, or reliable. AI-derived and third-party data may have errors or may become outdated. You are solely responsible for verifying the accuracy of any contact information before relying on it (for example, before using an email address for important correspondence). We disclaim liability for any action you take in reliance on data obtained via the Platform.

Availability and Errors: Workonomy does not guarantee that the Platform will be uninterrupted, timely, secure, or error-free. There may be delays, omissions, downtime, or inaccuracies in the Platform or Workonomy Content. You acknowledge that the Platform may be subject to limitations, delays, and other issues inherent in the use of the internet and electronic communications. We are not responsible for any delays or failures in performance resulting from such issues. We do not warrant that any errors or defects in the Platform will be corrected, although we endeavor to fix bugs and maintain the Platform.

Third-Party Services and Links: The Platform may give you access to third-party websites, resources, or services (for example, to enrich a contact via a social network or to integrate with a CRM). Workonomy is not responsible or liable for the availability, accuracy, or content of such third-party services. Any third-party services are provided solely for your convenience. When you access third-party resources, you do so at your own risk. We make no warranties regarding any transactions executed with third parties through the Platform, and any contract entered into with those third parties is between you and them, not Workonomy.

Data Security and Loss: While we implement security measures to protect data (as described in our Privacy Policy), Workonomy does not warrant that your data or communications will be completely secure or not subject to loss. We do not guarantee that we can recover data that is deleted or lost. You should maintain your own backup copies of important information that you input into the Platform to mitigate the risk of loss.

Beta Features: If you participate in any beta or trial features of the Platform, those are provided "as is" without any warranties whatsoever. Beta features may be unstable or change significantly and your use is at your own risk.

No Professional Advice: Workonomy is not in the business of providing legal, financial, or other professional advice. Any information presented via the Platform (such as blog articles or help center content) is for general informational purposes and not as a substitute for professional advice. You should consult appropriate professionals for advice pertaining to your specific situation (for example, regarding compliance with laws when using contact data).

Consumer Law: Some jurisdictions do not allow the disclaimer of certain warranties or conditions, so some of the above disclaimers may not apply to you. In such cases, Workonomy's warranties are limited to the minimum warranty scope or period permitted by applicable law.

By using the Platform, you understand and agree that you use the Platform at your sole discretion and risk, and that you will be solely responsible for any damages that arise from such use (subject to the limitations of liability in Section 9). We do not warrant that your use of the Platform will result in any specific outcomes or that data enrichment will produce any guaranteed leads or contacts.

9. Limitation of Liability

To the fullest extent permitted by law, in no event will Workonomy or its affiliates, or their respective officers, directors, employees, agents, or licensors, be liable to you or any third party for any:

• Indirect, consequential, exemplary, incidental, special, or punitive damages, or any loss of profits, revenue, data, goodwill, or other intangible losses, arising out of or in connection with your access to or use of (or inability to use) the Platform, whether based on warranty, contract, tort (including negligence), or any other legal theory, and even if Workonomy has been advised of the possibility of such damages. This exclusion includes any damages resulting from mistakes, omissions, interruptions, deletion of files or data, errors, defects, viruses, delays in operation or transmission, any failure of performance, or the costs of procuring substitute services.
• Direct damages in excess of the amount you paid to Workonomy for the Platform in the twelve (12) months immediately preceding the event giving rise to the claim (or $100, if no fee was paid), whichever is greater. In other words, if, despite the other provisions of this Section, Workonomy is found to be liable for any claim, our liability to you or any third party will be limited to the lesser of the fees you've paid us in the last year or $100.

Some jurisdictions do not allow the exclusion or limitation of certain liabilities, so the above limitations may not apply to you in full. In such cases, our liability will be limited to the maximum extent permitted by law.

Specific Application: Without limiting the foregoing, Workonomy will not be liable for any loss or damage arising out of: (a) your failure to adhere to the obligations in these Terms (such as the misuse of the Platform or sharing of login credentials), (b) unauthorized access to or alteration of your transmissions or data (including through hacking or any breaches that are not solely due to our negligence), (c) statements or conduct of any third party on the Platform (e.g., content provided by others), or (d) any content obtained through the use of the Platform (e.g., inaccurate enriched data).

Allocation of Risk: You acknowledge that the pricing and terms of Workonomy reflect the allocation of risk set forth in these Terms and that Workonomy could not offer the Platform on an economically feasible basis without these limitations. You agree that these limitations shall apply even if any limited remedy in these Terms fails of its essential purpose.

If you are dissatisfied with any portion of the Platform or with these Terms, your sole and exclusive remedy is to discontinue use of the Platform.

10. Indemnification

You agree to indemnify, defend, and hold harmless Workonomy, its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees and costs) that arise out of or relate to:

• Your use of the Platform: This includes any activities under your account, whether or not authorized by you, and any data or content you submit, post, or transmit through the Platform. For example, if you upload someone's personal data without permission and they sue Workonomy, or if you misuse the Platform in violation of law causing harm to a third party, you will indemnify us for those claims.
• Your breach or alleged breach of these Terms: If you violate any provision of these Terms or any representation/warranty you made herein (such as the warranties in Section 8 or the obligations regarding user content in Section 5), you will cover any costs or losses incurred by Workonomy as a result.
• Your violation of any law or rights of a third party: This includes any claim that your content infringes or misappropriates a third party's intellectual property rights, or that your collection and sharing of personal data via the Platform violates privacy rights or data protection laws. It also includes if you use the Platform to send unauthorized communications (spam) or any other unlawful conduct.
• Any contract or relationship between you and a third party (like if you use an integration with a third-party app and there's a dispute, or you promised a client something based on data from our Platform).

Workonomy reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations). If we do so, you agree to cooperate with our defense of that claim and to not settle any such matter without our prior written consent. We will make reasonable efforts to notify you of any claim or demand that is subject to your indemnification obligation upon becoming aware of it.

This indemnification obligation will survive the termination or expiration of your relationship with Workonomy and these Terms.

11. Suspension and Termination

a. By You (Termination): You may stop using the Platform at any time. You may also delete your account and terminate these Terms at any time by following the instructions within the Platform or by contacting us to request account deletion. If you terminate, you will lose access to all of your data on the Platform (unless you have exported it). We strongly encourage you to export or save any important data before terminating your account. Note that merely uninstalling a mobile application or ceasing to log in will not automatically delete your account or terminate these Terms – you must explicitly delete the account or request deletion if you wish to terminate.

b. By Workonomy (Suspension/Termination): We reserve the right to suspend or terminate your access to the Platform (in whole or in part), or terminate these Terms with respect to you, at any time for any reason, with or without notice, at our sole discretion. However, under normal circumstances, we will endeavor to give advance notice and an opportunity to cure any remediable breach, when practicable. Circumstances in which we might suspend or terminate your access include, without limitation:

• Breach of Terms: If you violate these Terms or our Privacy Policy in any way or engage in conduct that we believe, in our sole discretion, violates the spirit of these agreements or is harmful to other users, third parties, or Workonomy's interests (e.g., fraudulent activity, harassment, misuse of data).
• Legal Requirement: If required by law enforcement or other government agencies, or pursuant to a court order.
• Security Threats: If you have (or we suspect you have) compromised the security or integrity of the Platform or engaged in unauthorized access or use (e.g., hacking attempts, introducing malware).
• Non-payment: If you fail to pay fees owed for a Paid Plan and do not cure within a reasonable time after our notice.
• Discontinuation of Platform: If we decide to discontinue the Platform entirely (although we'll generally provide advance notice in that scenario).

Suspension may be a temporary measure while investigating or addressing an issue. Termination is a permanent account closure.

c. Effect of Termination: Upon termination of your account or these Terms for any reason:

• All licenses and rights granted to you in these Terms will immediately cease. You must stop using the Platform and any Workonomy Content.
• We may delete or deactivate your account and all related data, files, and content stored on our servers on your behalf (unless we are required or permitted to retain it under applicable law or our Privacy Policy). It is solely your responsibility to back up any data you wish to retain before termination.
• If you were on a Paid Plan, any unpaid fees up to the date of termination will become immediately due and payable. We may also charge you for any unbilled use up to termination.
• Sections of these Terms that by their nature should survive termination (such as intellectual property provisions, disclaimers, limitations of liability, indemnities, and dispute resolution) shall continue to apply.

d. No Liability for Termination: To the maximum extent permitted by law, Workonomy will not be liable to you or any third party for any compensation, reimbursement, or damages arising from suspension or termination of your access to the Platform, or deletion of your data, in accordance with these Terms. This clause does not limit any refunds explicitly promised under a specific scenario (if any) nor any remedies you may have under law if termination was unlawful.

e. Reactivation: If appropriate and feasible, Workonomy may allow you to reactivate a suspended account by addressing the issue (for example, paying overdue fees or certifying compliance with Terms). However, we are under no obligation to do so. After termination, if you wish to use the Platform again, you might need to start a new account, and we reserve the right to refuse re-registration in certain cases.

f. Platform Discontinuance: Workonomy reserves the right to discontinue the Platform or any part thereof at any time (which would effectively terminate all user accounts). We will use reasonable efforts to provide advance notice to active users before doing so. If we discontinue the entire Platform, we may provide pro-rata refunds for any prepaid portion of Paid Plans that can no longer be used, as appropriate.

12. Changes to These Terms and the Platform

a. Updates to Terms: Workonomy may revise or update these Terms from time to time. We will provide notice to you of material changes, such as by posting the updated Terms on our site and updating the "Last Updated" date, and, if the changes are significant, by sending an email to the address associated with your account or by an in-platform notification. It is your responsibility to review the Terms periodically, especially when notified of a change. The updated Terms will be effective on the date specified in the notice or at the time of posting if no date is specified. By continuing to use the Platform after the updated Terms become effective, you agree to be bound by the revised Terms. If you do not agree to any revised Terms, you must stop using the Platform and cancel your account before the changes take effect. In the event of a conflict between these Terms and any new terms posted or communicated, the most recent terms shall control.

b. Changes to Platform: Workonomy is continually improving and evolving the Platform. We reserve the right to change, modify, or discontinue (temporarily or permanently) any feature or component of the Platform at any time, with or without notice. This includes altering the availability of any feature, software, database, or content, imposing usage limits, or removing certain functionalities. We may also add new features or tools which may be subject to additional terms or fees. We will try to notify you of any major changes that significantly impact your use (for example, if we remove a core feature or significantly change the user interface), but smaller or routine changes may be deployed without specific notice.

You acknowledge that continuous development is a part of software services, and certain changes might adversely affect how you access or use the Platform (including how your content is stored, displayed, or the Platform's compatibility with third-party systems). Workonomy shall not be liable to you or any third party for any modification, suspension, or discontinuation of the Platform or any part of it, except to the extent otherwise expressly set forth in a separate agreement (like a service level agreement for enterprise users, if applicable) or required by law.

If you are on a Paid Plan and a change to the Platform materially reduces functionality for which you specifically signed up, you may consider terminating your subscription. In such cases, reach out to us; depending on the circumstances, we may offer a pro-rata refund for any unused prepaid period if you choose to cancel due to a material reduction in features (but we are not obligated to do so, except as required by law).

13. Governing Law and Dispute Resolution

Governing Law: These Terms and any dispute arising out of or related to them or the Platform will be governed in all respects by the laws of the State of Delaware, USA, without regard to its conflict of law provisions that would result in the application of the laws of another jurisdiction. Notwithstanding the foregoing, if you reside outside the United States, you may have certain mandatory consumer protection rights under the laws of your country of residence which shall remain unaffected by any choice of law provision in these Terms.

Jurisdiction and Venue: Subject to the arbitration provision below (if applicable), you agree that any legal action or proceeding arising under or relating to these Terms or the Platform shall be brought exclusively in the federal or state courts located in the State of Delaware, USA. You and Workonomy both consent to the personal jurisdiction of these courts and waive any objections (such as inconvenient forum) to the exercise of jurisdiction by these courts. If you reside outside the U.S., you acknowledge and agree that by using the Platform, you are voluntarily invoking the benefits and protections of U.S. law, and therefore you explicitly waive any claims that you might have under the laws of your own country to the extent permissible.

Arbitration and Class Action Waiver: To expedite and control the cost of disputes, you and Workonomy agree that any dispute or claim arising between us, including those arising out of or relating to these Terms or the Platform, shall be resolved by binding arbitration on an individual, non-class basis, except as set forth below. This applies to all claims under any legal theory, unless the claim qualifies for small claims court or you opt-out as described below.

• Arbitration Procedures: The arbitration will be conducted by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (if you are an individual using the Platform for personal use) or its Commercial Arbitration Rules (if you are using the Platform for business purposes or as an organization), except as modified by this Section. The arbitration will be heard by a single arbitrator. The seat or legal place of arbitration shall be Delaware, but you may choose to have any arbitration hearings (if one is required) take place telephonically or in the county (or equivalent unit) of your residence. The language of the arbitration shall be English. Arbitrator's Authority: The arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), but may only do so in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
• Exceptions: Either you or Workonomy may assert claims, if they qualify, in small claims court in Wilmington, Delaware or the small claims court in the county where you reside if it has jurisdiction. Additionally, both parties retain the right to seek injunctive or equitable relief in a court of competent jurisdiction to prevent (or halt) infringement or misappropriation of intellectual property rights. Such an action can be filed despite the arbitration agreement, and it will not be a breach of the arbitration clause.
• Class Action Waiver: You and Workonomy agree that any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor Workonomy will seek to have any dispute heard as a class action, representative action, collective action, or private attorney general action. The arbitrator has no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
• Opt-Out: You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms (unless a longer period is required by applicable law). To opt out, you must send a written notice to Workonomy at legal@workonomy-ai.com with the subject line "Arbitration Opt-Out" and include your name, account email, and a clear statement that you opt out of arbitration. If you opt out, or in the event the arbitration agreement is found not to apply to you or a particular claim, you agree that the exclusive jurisdiction and venue described above shall govern any lawsuit between you and Workonomy.
• Confidentiality of Arbitration: The arbitration proceedings, including any rulings, decisions, and awards, shall be maintained as confidential by the parties and the arbitrator, except as may be required by law.

Jury Trial Waiver: If for any reason a claim proceeds in court rather than in arbitration, you and Workonomy each waive any right to a jury trial to the fullest extent permitted by law.

Limitation on Time to File Claims: Any claim you might have against Workonomy relating to the Platform or these Terms must be filed within one (1) year after such claim arose; otherwise, it is permanently barred. This means if you have a dispute, you must initiate arbitration or file a claim within 12 months, or the claim will not be permitted. (This limitation may not apply to you in jurisdictions that do not allow shortening of the statute of limitations.)

EU/UK consumers: Nothing in these Terms limits any mandatory rights you may have under EU/UK consumer law.

14. Miscellaneous

Entire Agreement: These Terms (along with the Privacy Policy and any additional terms and conditions incorporated herein or applicable to specific services or features) constitute the entire agreement between you and Workonomy regarding the Platform, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform. Any purchase order or other document you may issue shall be for your internal purposes only and shall not modify or add to these Terms.

No Waiver: The failure of Workonomy to exercise or enforce any right or provision of these Terms shall not operate as a waiver of that right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of Workonomy. A waiver of any default is not a waiver of any subsequent default.

Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason by a court or arbitrator of competent jurisdiction, that provision shall be eliminated or limited to the minimum extent such that the remaining provisions of these Terms will continue in full force and effect. In such event, the parties shall negotiate in good faith a valid, legal, enforceable substitute provision that most nearly effects the parties' intent in entering into these Terms.

Assignment: You may not assign or transfer these Terms (or any of your rights or obligations hereunder) without our prior written consent. Any attempted assignment in violation of the foregoing will be null and void. Workonomy may freely assign or transfer these Terms or any of its rights or obligations under these Terms, in whole or in part, without notice to you (for example, in connection with a merger, acquisition, corporate reorganization, or sale of assets, or by operation of law). These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Relationship of Parties: You and Workonomy are independent contractors. These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship between the parties. Neither party has the authority to bind or incur obligations on the other's behalf.

Third-Party Beneficiaries: Except as explicitly provided in these Terms, there are no third-party beneficiaries to these Terms. Your users (if you are an organization) are not third-party beneficiaries; your rights to seek remedies for any issues with the Platform are limited to your own rights under these Terms.

Notices: Workonomy may provide notices to you by email to the address associated with your account, by written communication sent by first class mail or pre-paid post to your address on record (if you have provided one), or by posting such notice within the Platform. You must ensure your contact and account information is current and accurate for notices to reach you. You may give notice to Workonomy by email at legal@workonomy-ai.com, with a duplicate copy sent to Workonomy Technologies, Inc., Attn: Legal Department, at our then-current business address (available on our website). Email notices shall be deemed received 24 hours after the email is sent (absent a bounce-back indicating failure of delivery), and mailed notices shall be deemed received 5 business days after mailing.

Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations hereunder (excluding payment obligations) if such delay or failure results from causes beyond its reasonable control, including but not inot limited to acts of God, epidemic or pandemic, labor disputes or other industrial disturbances, electrical or power outages, utilities or telecommunications failures, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war. The affected party shall give prompt notice of the force majeure event to the other and make reasonable efforts to resume performance as soon as possible.

Export Controls: You agree to comply with all relevant U.S. and foreign export and trade control laws. You represent that you are not located in, under control of, or a national or resident of any country to which the U.S. has embargoed goods or services, and you are not on any U.S. government list of prohibited or restricted parties. You shall not export or re-export any software or technical data provided as part of the Platform except in compliance with the applicable export control laws.

Headings and Interpretation: Section titles and headings in these Terms are for convenience only and have no legal or contractual effect. "Including" means "including without limitation". Any ambiguity in the interpretation of these Terms shall not be construed against the drafter.

Contact Information: If you have any questions or concerns about these Terms or the Platform, you may contact us at: Workonomy Technologies, Inc. – Email: support@workonomy-ai.com; Mailing Address: 1606 Headway Circle STE 19142, Austin, TX 78754 USA.

By using the Workonomy Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. Thank you for choosing Workonomy to help manage and enrich your business contacts!

Privacy requests for Japanese residents:
To exercise rights under Japan's APPI, email privacy@workonomy-ai.com with the subject line "APPI Request".