UPDATED: FEBRUARY 6, 2020

In order to use the user activity monitoring, work heuristic and automation services (the “Service”) provided by WorkDone Inc. (“WorkDone”) through the website located at www.workdone.ai (the “Website”) and/or a client access application, if any, licensed to You by WorkDone (an “App”), You must read and accept all of the terms and conditions in these Terms of Use (this “Agreement”). If You are accessing and using the Service on behalf of a company (such as Your employer) or other legal entity, You represent and warrant that You have the authority to bind that company or other legal entity to this Agreement. In that case, “You” and “Your” will refer to that company or other legal entity.

BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.

1. Use of Service

Subject to the terms and conditions of this Agreement, You may access and use the Service through the Website or the App for the Term (as defined in Section 3) below. The Service may be used only in connection with the processing of Your information and such data, and not the information or data of any third party. You may not use the Service in any way that: (i) does not comply with the terms of this Agreement, as amended by WorkDone from time to time, or any other terms, rules, or guidelines provided by WorkDone concerning Your use of the Service; (ii) may subject WorkDone to unfavorable regulatory action, violate any law, infringe upon the rights of third parties, or subject WorkDone to liability for any reason; or (iii) might adversely affect WorkDone’s public image, reputation or goodwill. All rights, title and interest in and to the Service are owned and retained exclusively by WorkDone. Except for the rights and licenses expressly provided herein, all rights, title and interest in the Service, including all corrections, enhancements and modifications thereof, are reserved by WorkDone. You are responsible for Your employees’, contractors’ and agents’ compliance with the terms and conditions of this Agreement.

YOU ARE SOLELY RESPONSIBLE FOR USING THE SERVICES IN A MANNER THAT COMPLIES WITH LAWS, RULES, DIRECTIVES, REGULATIONS AND OTHER REQUIREMENTS OF GOVERNMENT AND REGULATORY AUTHORITIES, INCLUDING, WITHOUT LIMITATION, EMPLOYMENT AND PRIVACY RELATED LAWS (COLLECTIVELY, “LAWS”). YOU SHALL NOT USE THE SERVICES IN ANY MANNER THAT VIOLATES LAWS.

You acknowledge that it is Your responsibility to inform Your personnel and users of the scope of information that may be collected, stored and used through the use of the Service. You shall defend, indemnify and hold harmless WorkDone against a third-party claim (including by any of Your personnel) that the Service collects, stores and uses any information, including personally identifiable information.

2. Use of Agent Software

As part of the Service, WorkDone will make available to You a software agent to be installed on the computer of each of Your employees or contractors (Your “Workforce”) whom You will monitor using Service (the “Software”). The term “Product” shall include any corrections, enhancements, updates or other modifications, including any custom modifications, to the Software and Documentation delivered to You. The Product shall be used solely by You in connection with Your use of the Service as is permitted herein. All rights not expressly granted herein are retained by WorkDone. Except as allowed under this Agreement, You agree not to reproduce, copy, modify, translate, reverse engineer, disassemble, de-compile or otherwise attempt, or permit others to attempt, to discover the source code of the Software, in whole or in part. You agree not to use the Software in any way to design or develop a competing software product. You shall not sublicense, distribute or otherwise make the Software available to a third party. You shall not permit any parent, subsidiaries, affiliated entities or third parties to use the Software and Documentation without the prior written permission of WorkDone.

3. Term and Termination

This Agreement allows You to access and use the Service for the term You selected by You when You purchased access to the Service, unless You earlier terminate as provided in this Agreement (the “Term”). WorkDone reserves the right to terminate Your access to the Service, without notice and in its sole discretion, if WorkDone believes that Your use of the Service does not comply with the terms of this Agreement including payment of applicable fees.

4. Personal Data

If You are a data subject in Europe, You have the right to access, rectify, or erase any personal data we have collected about You through the Service. You also have the right to data portability and the right to restrict or object to our processing of personal data we have collected about You through the Service. In addition, You have the right to ask us not to process Your personal data (or provide it to third parties to process) for marketing purposes or purposes materially different than for which it was originally collected or subsequently authorized by You. You may withdraw Your consent at any time for any data processing we do based on consent You have provided to us.

To exercise any of these rights, email us at “compliance@workdone.ai” and specify which right You intend to exercise. We may require additional information from You to allow us to confirm Your identity. Further, if we are processing Your information on behalf of one of our clients, we will refer You to that client, and will support them to the extent required by applicable law in responding to Your request. Please note that we store information as necessary to fulfil the purposes for which it was collected, and may continue to retain and use the information even after a data subject request for purposes of our legitimate interests, including as necessary to comply with our legal obligations, resolve disputes, prevent fraud, and enforce our agreements.

5. Credentials

You are responsible for keeping Your passwords secret and confidential. You agree that You are responsible for any communications, transactions or use of the Service, which are made using Your passwords, together with any fees, charges, liabilities or obligation which may result from such use. You are responsible for changing any of Your passwords that have been stolen or otherwise compromised, or are being misused.

6. Content

You acknowledge and agree that all right, title and interest in and to the information, data, software, photographs, graphics, videos and other material (collectively the “Content”) provided by WorkDone in connection with the Service, including, without limitation, any copyrights in or to the Content, belong to WorkDone and its content providers, and You will not assert any claims to the contrary. You may not: (i) copy, edit, alter, modify or prepare any derivative works of the Content or any portion thereof; (ii) remove or alter any credits, notices (including, without limitation, copyright, trademark and service mark notices), or logos which are included as a part of the Service; or (iii) resell, sublicense or otherwise transfer, distribute or make available to others all or any portion of the Content in any form.

7. User Materials

(a) As part of the Service, You may create or provide, or the Service may collect information, data and other materials in electronic format which will be utilized through the Service (collectively “User Materials”). User Materials includes, without limitation, information that You provide in the online registration form. You represent that You have obtained all necessary third-party rights, including, without limitation, copyrights, for any User Materials that belong to third parties. You acknowledge that by providing any User Materials to WorkDone, You authorize WorkDone to use User Materials for the purpose of facilitating Your use of the Service, including, without limitation, registering You to use the Service, billing You for the Service, permitting You to access Your User Materials (as defined below), personalizing communications to You, and generally to improve the Service.

(b) WorkDone will have the right, in its discretion, to store User Materials or delete User Materials following the expiration or termination of the Service. WorkDone will use reasonable efforts to notify You before it deletes any User Materials, but WorkDone shall not be responsible if it fails to do so or if You do not receive WorkDone’s notification.

(c) While WorkDone will implement commercially reasonable security measures to maintain the security of User Materials, You acknowledge that, notwithstanding the security features of the Service, no product, hardware, software or service can provide a completely secure mechanism of electronic transmission or communication and that there are persons and entities, including enterprises, governments and quasi-governmental actors, as well as technologies, that may attempt to breach any electronic security measure. WorkDone will not be liable to You for any disclosures of Users Materials to third parties or any other breaches of security affecting You or User Materials.

8. Third-Party Platforms

You acknowledge and agree as follows: (a) we provide the Service using cloud computing services of one or more third-party cloud providers (collectively, the “Cloud Providers”); (b) we shall not be responsible or liable to you for any act, omission or failure of any Cloud Provider.

The Service may depend upon, interact with or enable access to third parties’ information, other content, services or websites (each, a “Third-Party Platform”), which may in each case be accompanied by separate terms of use. The Service may support integrations with certain Third-Party Platforms. In order for the Service to communicate with such Third-Party Platforms, Customer may be required to input credentials in order for the Service to access and receive relevant information from such Third-Party Platforms. By enabling use of the Service with any Third-Party Platform, Customer authorizes WorkDone to access Customer’s accounts with such Third-Party Platform for the purposes described in these Terms. Customer is solely responsible for complying with any relevant terms and conditions of the Third-Party Platforms and maintaining appropriate accounts in good standing with the providers of the Third-Party Platforms. Customer acknowledges and agrees that WorkDone has no responsibility or liability for any Third-Party Platform or any Customer Data exported to a Third-Party Platform.

WorkDone does not guarantee that the Service will maintain integrations with any Third-Party Platform and WorkDone may disable integrations of the Service with any Third-Party Platform at any time with or without notice to Customer. For clarity, these Terms govern Customer’s use.

9. Warranties

WorkDone hereby warrants that during the term of this Agreement, the Service will perform, in all material respects, in accordance with its then-current published functional specifications. In the event of any failure of the Service to perform in a material respect to such specifications WorkDone will, as Your sole and exclusive remedy for such failure, repair the Service.

EXCEPT FOR THE FOREGOING WARRANTY, THE USE OF THE SERVICES AND THE SOFTWARE IS PROVIDED “AS IS”, “AS AVAILABLE”, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND WORKDONE HEREBY DISCLAIMS THE SAME. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WORKDONE NEITHER WARRANTS THAT THE SERVICES WILL BE PROVIDED IN AN UNINTERRUPTED, SECURE OR ERROR-FREE MANNER, NOR DOES WORKDONE MAKE ANY WARRANTY AS TO THE RESULTS OBTAINED FROM THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF THE SOFTWARE OR OTHER CONTENT PROVIDED THROUGH THE SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WORKDONE, ITS AGENTS OR EMPLOYEES WILL CREATE A WARRANTY AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. ANY USE OF THE SERVICES IS AT YOUR OWN RISK.

10. Limitation of Liability

WORKDONE WILL NOT BE LIABLE FOR ANY, INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SERVICES OR SOFTWARE (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST PROFITS OR BUSINESS INTERRUPTION), WHETHER ARISING FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAILS, ERRORS, DEFECTS, VIRUSES OR OTHER MALICIOUS CODE, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, EVEN IF WORKDONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF WORKDONE TO YOU FOR ALL CLAIMS IN THE AGGREGATE ARISING OUT OF THIS AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR SERVICES, WHETHER ARISING IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY YOU HEREUNDER IN THE ONE YEAR PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

You agree to defend, indemnify and hold harmless WorkDone, its officers, directors, employees, contractors and suppliers and licensors, from and against any and all loss, claim or liability (including without limitation all attorneys’ fees and expenses) which they may incur in connection with: (a) Your breach of this Agreement; (b) Your use of the Service; or (c) any User Materials.

12. Amendment

WorkDone will have the right to modify and restate the terms and conditions of this Agreement, and such modification(s) will be effective immediately upon WorkDone sending You notice of the modification. Your continued use of the Service after such modifications will be deemed to be Your conclusive acceptance of all modifications to this Agreement. If You are dissatisfied as a result of such modification(s), Your only recourse is to terminate Your access to the Service. Because our Service are evolving over time we may change or discontinue all or any part of the Service, at any time and without notice, at our sole discretion.

13. Choice of Law

This Agreement shall be governed by and construed in accordance with the laws of the County of Los Angeles in the State of California, without regard to the choice of law provisions thereof.

14. Arbitration

WorkDone and You agree that any claim, dispute or controversy, whether in contract, tort (intentional or otherwise), whether pre-existing, present or future, and including constitutional, statutory, common law, regulatory and equitable claims in any way arising out of or relating to: (1) the Service; or (2) the relationship between WorkDone and You, including the validity, enforceability or scope of this Agreement or any part hereof (collectively, “Claim”), shall be resolved, upon the election of either WorkDone or You, by binding arbitration pursuant to this arbitration provision and the applicable rules of American Arbitration Association in effect at the time a Claim is filed. In the event of a conflict between this arbitration provision and the rules of the arbitration administrator, this arbitration provision shall govern. No class actions or joinder or consolidation of any Claim with other persons are permitted in the arbitration without the written consent of WorkDone and You. Any arbitration hearing that You attend will take place in Los Angeles, California. Upon request of either party, the arbitrator shall prepare a short, reasoned written opinion supporting the arbitration award. Judgment upon the award may be entered in any court having jurisdiction. Nothing in this arbitration provision shall prevent WorkDone from seeking or obtaining injunctive relief as a result of a violation or threatened violation of this Agreement and any such injunctive action shall not constitute a waiver of the requirement of arbitration for any Claim. YOU AND WORKDONE AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN LOS ANGELES, CALIFORNIA.

15. Consent to Electronic Communications

You consent to WorkDone providing You in electronic form any information or notices that WorkDone may be required by law to send to You or that may pertain to the Service provided pursuant to this Agreement, or use of information You may submit in connection with the Service provided pursuant to this Agreement (collectively “Information”). WorkDone may provide Information to You: (1) via e-mail at the e-mail address You designated to WorkDone (if any); or (2) in the course of Your use of the Service provided pursuant to this Agreement, including, without limitation, via a screen or page within the Website.

If Your e-mail address changes, You must notify WorkDone of such change immediately. If You fail to do so, You understand and agree that any communications sent via e-mail shall nevertheless be deemed to have been provided or made available to You in electronic form. You may withdraw Your consent to receive Information by making a request in writing to the following address: WorkDone Inc., 750 N. San Vicente Blvd., Suite 800 WEST, West Hollywood, CA 90069. Please provide Your physical address and email address to request the change. If You choose to withdraw Your consent to electronic communications, then You may be unable to access certain features or functionality that would otherwise be made available to You.

16. Violation of Terms of Service

If your Service account has been suspended or closed due to a violation of Terms of Service, you may contact WorkDone to request a reinstatement or deletion of your data., and WorkDone will evaluate such requests on a case-by-case basis, pursuant to our legal obligations.

17. Copyright

You may not post, modify, distribute, or reproduce in any way copyrighted material.

18. Miscellaneous

This Agreement and the rights granted hereunder shall not be assigned or transferred by You, in whole or in part. WorkDone shall be free to assign this Agreement without Your consent. Without limiting the foregoing, You may not provide any third party with access to the Service. If any provision of this Agreement is held invalid, such invalidity shall not affect any other provisions of this Agreement. Headings are inserted for reference only and shall not be construed as a part of this Agreement. No failure or delay on the part of WorkDone to exercise any right under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right preclude any other or further exercise thereof or of any other right. This Agreement represents the entire understanding and agreement between You and WorkDone concerning Your Use of the Service and Product, and supersedes any prior representations, understandings or agreements.

BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.