Terms of Service

These Terms of Service ("Terms") are a binding agreement between WorkPerfect Co, a Delaware corporation ("WorkPerfect," "we," "us," or "our"), and the entity or individual that accepts these Terms ("Customer" or "you"). These Terms govern Customer's access to and use of the WorkPerfect website at work-perfect.com (the "Website") and the WorkPerfect vendor management platform and related services (the "Service").

If you are accepting these Terms on behalf of an entity (such as your employer), you represent that you have authority to bind that entity, and "you" and "Customer" refer to that entity.

By accessing or using the Website or the Service, you agree to these Terms. If you do not agree, do not access or use the Website or the Service.

If you have entered into a separate written master subscription agreement, order form, or other contract with WorkPerfect that governs your use of the Service, that contract controls in the event of any conflict with these Terms.

1. Definitions

"Authorized User" means an individual who is an employee, contractor, or agent of Customer and who is authorized by Customer to access and use the Service on Customer's behalf.

"Customer Data" means any data, information, files, or other content that Customer or its Authorized Users submit to, upload to, or generate within the Service, including data about Customer's workers, vendors, contractors, candidates, and suppliers.

"DPA" means the WorkPerfect Data Processing Addendum, as published at work-perfect.com/dpa or as separately executed between the parties.

"Documentation" means the user guides, help articles, and other materials made available by WorkPerfect that describe the operation of the Service.

"Order Form" means an ordering document, online sign-up flow, or other written agreement between Customer and WorkPerfect that specifies the subscription plan, fees, and term.

"Service" has the meaning given above and includes any updates, enhancements, or new versions of the Service that WorkPerfect makes available to Customer.

"Subscription Term" means the period during which Customer is authorized to access and use the Service, as set out in the applicable Order Form.

2. The Service

2.1 Access

Subject to these Terms and Customer's payment of applicable fees, WorkPerfect grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service, solely for Customer's internal business purposes and only by its Authorized Users.

2.2 Authorized Users

Customer is responsible for: (a) ensuring that its Authorized Users comply with these Terms; (b) maintaining the confidentiality of all Authorized User credentials; (c) all activity occurring under its accounts; and (d) promptly notifying WorkPerfect of any unauthorized access or use. Authorized Users must be at least 18 years old.

2.3 Service Levels

WorkPerfect will use commercially reasonable efforts to make the Service available, subject to scheduled maintenance, emergency maintenance, and circumstances beyond WorkPerfect's reasonable control. Specific service-level commitments, if any, are set out in the WorkPerfect Service Level Agreement at work-perfect.com/sla, which is incorporated by reference if and when published.

2.4 Free Trials and Evaluation Use

If WorkPerfect makes the Service available to Customer on a free trial, beta, or evaluation basis, Customer may use the Service only for evaluation purposes and only for the period specified by WorkPerfect. Free trial and evaluation use is provided "AS IS" without any warranty, indemnity, or service level commitment, and WorkPerfect may modify, suspend, or terminate trial or evaluation access at any time.

2.5 Updates and Modifications

WorkPerfect may update, modify, enhance, or discontinue features of the Service from time to time. WorkPerfect will not materially decrease the overall functionality of the Service during a paid Subscription Term. WorkPerfect will use reasonable efforts to notify Customer of material changes through the Service or by email.

3. Fees and Payment

3.1 Fees

Customer will pay all fees specified in the applicable Order Form. Except as expressly stated in these Terms or an Order Form, fees are non-refundable and non-cancellable. All fees are in U.S. dollars unless otherwise specified.

3.2 Invoicing and Payment

For credit-card subscriptions, fees are charged in advance on the billing date specified in the Order Form. For invoiced subscriptions, fees are due within thirty (30) days of the invoice date.

Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. WorkPerfect may suspend access to the Service upon at least ten (10) days' notice if Customer's account is past due, without limiting WorkPerfect's other rights and remedies.

3.3 Taxes

Fees do not include taxes. Customer is responsible for all sales, use, value-added, withholding, and similar taxes assessed in connection with Customer's purchase of the Service, excluding taxes based on WorkPerfect's net income, property, or employees.

3.4 Disputed Charges

Customer must dispute any charge in writing within sixty (60) days of the invoice date. Charges not disputed within that period are deemed accepted.

3.5 Renewals

Unless otherwise stated in an Order Form, paid subscriptions automatically renew for successive periods equal to the initial Subscription Term at WorkPerfect's then-current rates. Either party may prevent renewal by giving written notice at least thirty (30) days before the end of the then-current term.

4. Customer Data

4.1 Ownership

As between the parties, Customer owns all right, title, and interest in and to Customer Data. WorkPerfect owns all right, title, and interest in and to the Service, the Website, the Documentation, and all associated intellectual property.

4.2 License to WorkPerfect

Customer grants WorkPerfect a limited, non-exclusive, worldwide license during the Subscription Term to host, copy, transmit, display, and process Customer Data solely as necessary to provide and support the Service, to prevent or address service or technical issues, and as otherwise permitted by these Terms and the DPA.

4.3 Data Processing

WorkPerfect's processing of personal data within Customer Data is governed by the DPA, which is incorporated by reference into these Terms. To the extent of any conflict between the DPA and these Terms with respect to the processing of personal data, the DPA controls.

4.4 Customer Responsibility

Customer is solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) the means by which Customer acquires Customer Data; (c) ensuring it has all necessary rights, consents, and authorizations to provide Customer Data to WorkPerfect; and (d) ensuring that its use of the Service and Customer Data complies with all applicable laws.

4.5 Aggregated and Anonymized Data

WorkPerfect may generate aggregated, anonymized, or de-identified data from Customer Data and the operation of the Service that does not identify Customer or any individual ("Aggregated Data"). WorkPerfect may use Aggregated Data for any lawful business purpose, including to operate, improve, and develop the Service.

4.6 Backups and Data Loss

WorkPerfect performs routine backups of Customer Data, but Customer is responsible for maintaining its own copies of Customer Data where appropriate. WorkPerfect's liability for any loss of or corruption to Customer Data is subject to the limitations in Section 11.

4.7 Return and Deletion

Upon termination or expiration of the Subscription Term, Customer may export Customer Data through the Service's export functionality for a period of thirty (30) days. After that period, WorkPerfect may delete Customer Data from the Service in the ordinary course, subject to the DPA and any longer retention required by law. WorkPerfect's backup retention period is described in the WorkPerfect Privacy Policy.

5. Acceptable Use

Customer agrees that it will not, and will not permit any Authorized User or third party to:

• (a) use the Service for any purpose other than as expressly permitted under these Terms;
• (b) sell, resell, license, sublicense, distribute, rent, or lease the Service, or include the Service in a service-bureau or outsourcing offering;
• (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying algorithms of the Service, except to the extent applicable law expressly permits this notwithstanding such restriction;
• (d) copy, modify, or create derivative works of the Service or the Documentation;
• (e) remove, obscure, or alter any proprietary notices on the Service or the Documentation;
• (f) use the Service to develop a competing product or service, or to benchmark the Service for that purpose;
• (g) use the Service to store or transmit any material that is unlawful, infringing, defamatory, or harmful;
• (h) use the Service to store or transmit malicious code, viruses, worms, or similar harmful software;
• (i) interfere with or disrupt the integrity or performance of the Service, or attempt to gain unauthorized access to the Service or its related systems or networks;
• (j) use any robot, scraper, spider, or other automated means to access the Service for any purpose without WorkPerfect's prior written consent, except for documented and authorized API usage in accordance with the Documentation;
• (k) access the Service to monitor its availability, performance, or functionality for any competitive purpose;
• (l) circumvent any usage limits or access controls of the Service;
• (m) submit Customer Data that includes "protected health information" subject to HIPAA, "cardholder data" subject to PCI DSS, or government-classified information, unless the parties have separately agreed in writing to terms governing such data; or
• (n) use the Service in violation of any applicable law, including export control, sanctions, anti-corruption, or data protection laws.

WorkPerfect may suspend Customer's or any Authorized User's access to the Service if WorkPerfect reasonably believes the Service is being used in violation of this Section 5, with notice where practicable.

6. Intellectual Property

6.1 WorkPerfect IP

WorkPerfect and its licensors retain all right, title, and interest in and to the Service, the Website, the Documentation, the WorkPerfect name, logo, and trademarks, and all related intellectual property. No rights are granted to Customer except as expressly set forth in these Terms.

6.2 Feedback

If Customer or its Authorized Users provide WorkPerfect with suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service ("Feedback"), WorkPerfect may use, disclose, and exploit Feedback for any purpose without restriction or compensation to Customer.

6.3 No Submissions of Other Content

The Service is not a platform for posting public content. Customer Data submitted to the Service is not licensed to other customers or to the public, and WorkPerfect does not display Customer Data outside Customer's workspace except as permitted by these Terms or directed by Customer.

7. Confidentiality

7.1 Definition

"Confidential Information" means non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is identified as confidential or that the Recipient should reasonably understand to be confidential given its nature and the circumstances of disclosure. Confidential Information includes the terms of any Order Form, the non-public features and functionality of the Service, and Customer Data.

7.2 Obligations

The Recipient will: (a) use Confidential Information only to perform its obligations or exercise its rights under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care; and (c) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Section.

7.3 Exceptions

The obligations in this Section do not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was rightfully known to the Recipient before receipt from the Discloser; (c) is rightfully obtained by the Recipient from a third party without restriction; or (d) is independently developed by the Recipient without use of or reference to the Discloser's Confidential Information.

7.4 Compelled Disclosure

The Recipient may disclose Confidential Information to the extent required by law or legal process, provided that, where legally permitted, the Recipient gives the Discloser prompt notice and reasonable cooperation in seeking a protective order.

8. Privacy and Security

8.1 Privacy Policy

WorkPerfect's collection and use of personal information collected directly from Customer, Authorized Users, and Website visitors is described in the WorkPerfect Privacy Policy.

8.2 Security

WorkPerfect maintains administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. A description of WorkPerfect's security measures is set out in the DPA.

8.3 Sub-processors

WorkPerfect's current list of sub-processors is published at work-perfect.com/sub-processors. Sub-processor changes are governed by the DPA and Privacy Policy.

9. Term and Termination

9.1 Term

These Terms apply from the date Customer first accesses the Service and continue until the end of the Subscription Term or until terminated as provided below.

9.2 Termination for Cause

Either party may terminate these Terms (and any Order Form) for cause if the other party: (a) materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice; or (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy proceedings.

9.3 Termination for Convenience

WorkPerfect may terminate a free, trial, or evaluation use of the Service at any time. Customer may terminate by canceling its subscription as described in the Service or by contacting WorkPerfect; cancellation takes effect at the end of the then-current paid term unless WorkPerfect agrees otherwise in writing.

9.4 Effect of Termination

Upon termination or expiration: (a) Customer's right to access and use the Service ends; (b) Customer remains responsible for all fees incurred through the effective date of termination; (c) Section 4.7 governs the return and deletion of Customer Data; and (d) the following Sections survive termination: Sections 3 (with respect to amounts owed), 4.1, 4.5, 4.7, 6, 7, 9.4, 10, 11, 12, 13, and 14.

9.5 Suspension

WorkPerfect may suspend Customer's or any Authorized User's access to the Service if: (a) Customer's account is past due; (b) WorkPerfect reasonably believes Customer's use of the Service is causing imminent harm to the Service, WorkPerfect, or third parties; or (c) Customer's use of the Service is in violation of applicable law or Section 5. WorkPerfect will use reasonable efforts to provide notice before suspension, except in cases of imminent harm.

10. Warranties and Disclaimers

10.1 Mutual Warranties

Each party represents and warrants to the other that: (a) it has the legal power to enter into these Terms; and (b) its performance under these Terms will comply with applicable law.

10.2 Service Warranty

WorkPerfect warrants that, during the Subscription Term, the Service will perform materially in accordance with the Documentation. Customer's exclusive remedy, and WorkPerfect's sole obligation, for breach of this warranty is for WorkPerfect to use commercially reasonable efforts to correct the non-conformity. If WorkPerfect is unable to correct the non-conformity within a reasonable time, Customer may terminate the affected Order Form, and WorkPerfect will refund any prepaid fees for the unused portion of the Subscription Term.

10.3 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.2, THE SERVICE, THE WEBSITE, AND THE DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." WORKPERFECT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WORKPERFECT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY DATA TRANSMITTED THROUGH THE SERVICE WILL BE SECURE OR NOT LOST OR ALTERED.

10.4 No Industry-Specific Warranty

THE SERVICE IS NOT TAILORED TO COMPLY WITH INDUSTRY-SPECIFIC REGULATIONS SUCH AS THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA), THE GRAMM-LEACH-BLILEY ACT (GLBA), OR THE PAYMENT CARD INDUSTRY DATA SECURITY STANDARD (PCI DSS), AND CUSTOMER MAY NOT USE THE SERVICE TO PROCESS DATA SUBJECT TO SUCH REGULATIONS UNLESS THE PARTIES HAVE SEPARATELY AGREED IN WRITING.

11. Limitation of Liability

11.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, WHETHER ARISING IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Liability Cap

EXCEPT AS PROVIDED IN SECTION 11.3, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO WORKPERFECT UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11.3 Exclusions from Cap

The limitations in Sections 11.1 and 11.2 do not apply to: (a) Customer's payment obligations under Section 3; (b) either party's indemnification obligations under Section 12; (c) Customer's breach of Section 5 (Acceptable Use) or Section 6 (Intellectual Property); (d) either party's breach of Section 7 (Confidentiality); or (e) liability that cannot be limited under applicable law.

11.4 Basis of the Bargain

The parties agree that the limitations in this Section 11 are an essential part of the bargain and reflect the allocation of risk between the parties.

12. Indemnification

12.1 By WorkPerfect

WorkPerfect will defend Customer against any third-party claim that the Service, when used by Customer in accordance with these Terms, infringes a U.S. patent, copyright, or registered trademark of the third party, and will indemnify Customer for damages and costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or paid in settlement.

If any such claim is made or appears likely, WorkPerfect may, at its option: (a) obtain the right for Customer to continue using the Service; (b) modify the Service so it is no longer infringing; or (c) terminate the affected Order Form and refund any prepaid fees for the unused portion of the Subscription Term.

WorkPerfect has no obligation under this Section to the extent a claim arises from: (i) Customer Data; (ii) Customer's combination of the Service with software, services, or data not provided by WorkPerfect; (iii) Customer's modification of the Service; or (iv) use of the Service in violation of these Terms.

This Section states WorkPerfect's entire obligation, and Customer's exclusive remedy, for any third-party intellectual property infringement claim.

12.2 By Customer

Customer will defend WorkPerfect against any third-party claim arising from: (a) Customer Data; (b) Customer's or any Authorized User's breach of Section 5 (Acceptable Use); or (c) Customer's violation of applicable law in connection with its use of the Service. Customer will indemnify WorkPerfect for damages and costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or paid in settlement.

12.3 Procedure

The indemnified party will: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement, except that the indemnifying party may not settle a claim that admits liability or imposes obligations on the indemnified party without consent; and (c) reasonably cooperate at the indemnifying party's expense.

13. Governing Law and Disputes

13.1 Governing Law

These Terms are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

13.2 Informal Resolution

Before filing any lawsuit, the parties will attempt in good faith to resolve any dispute by direct discussions between senior representatives for at least thirty (30) days after written notice of the dispute.

13.3 Venue

Any dispute that cannot be resolved through informal discussion will be brought exclusively in the state or federal courts located in Buncombe County, North Carolina, and each party irrevocably consents to the personal jurisdiction and venue of those courts.

13.4 Equitable Relief

Notwithstanding Sections 13.2 and 13.3, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or data security.

13.5 Waiver of Jury Trial

EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS.

13.6 No Class Actions

Each party agrees that disputes will be brought only on an individual basis and not as a plaintiff or class member in any class, collective, or representative action.

14. General

14.1 Entire Agreement

These Terms, together with any Order Form, the DPA, the SLA (if applicable), the Privacy Policy, the Cookie Policy, and the Sub-processor List, are the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous agreements and understandings.

14.2 Order of Precedence

In the event of a conflict, the order of precedence is: (a) the DPA; (b) the Order Form; (c) these Terms; (d) the SLA; (e) the Documentation.

14.3 Assignment

Customer may not assign these Terms or any Order Form without WorkPerfect's prior written consent, except to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the successor is not a competitor of WorkPerfect. WorkPerfect may assign these Terms without consent. Any assignment in violation of this Section is void.

14.4 Notices

Notices to WorkPerfect must be sent to legal@work-perfect.com. Notices to Customer may be sent to the email address associated with Customer's account.

14.5 Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, riots, embargoes, governmental actions, fire, floods, accidents, labor disputes, internet or telecommunications failures, and cyberattacks not caused by the affected party's negligence.

14.6 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, employment, or agency relationship.

14.7 No Third-Party Beneficiaries

These Terms are for the benefit of the parties only and do not confer any rights on any third party.

14.8 Waiver and Severability

A waiver is effective only if in writing and signed by the waiving party. If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

14.9 Export and Sanctions

Customer represents that it is not located in, and will not access the Service from, any country subject to U.S. embargo, and that it is not on any U.S. government list of restricted parties. Customer will comply with all applicable export control and sanctions laws.

14.10 U.S. Government End Users

The Service is "commercial computer software" and the Documentation is "commercial computer software documentation" as those terms are used in 48 C.F.R. § 12.212 and 48 C.F.R. § 227.7202. Any use, modification, reproduction, release, performance, display, or disclosure of the Service or Documentation by the U.S. Government is governed exclusively by these Terms.

14.11 Electronic Communications

Customer consents to receive notices, agreements, and other communications from WorkPerfect electronically. Electronic communications satisfy any legal requirement that such communications be in writing.

14.12 Modifications

WorkPerfect may modify these Terms from time to time. The "Last Updated" date at the top reflects the most recent revision. WorkPerfect will provide notice of material changes by email to Customer's account contact or by prominent notice in the Service at least thirty (30) days before the changes take effect. Customer's continued use of the Service after the effective date constitutes acceptance of the modified Terms. If Customer does not agree to a modification, Customer may terminate the affected Order Form by giving written notice before the effective date, and WorkPerfect will refund any prepaid fees for the unused portion of the Subscription Term.

14.13 Contact