These Terms of Use (this “Agreement”) are entered into by and between Workduo Inc., a Delaware corporation (“Workduo,” “we,” “us,” or “our”), and the entity or individual identified as “Customer” in a subscription agreement signed by Workduo and Customer, the checkout page on Workduo’s website, or a confirmation email from Workduo referencing this Agreement (each, a “Subscription Agreement”).
Workduo and Customer are each referred to as a “Party” and collectively as the “Parties.”
By accessing or using the Workduo platform and related services (together, the “Services”), you agree to be bound by this Agreement. If you do not agree, you must not use the Services.
If Customer has executed a separate Master Subscription Agreement (“MSA”) with Workduo, that agreement will govern Customer’s use of the Services to the extent of any conflict with these Terms.
Subject to this Agreement, Workduo provides access to its software-as-a-service platform (the “Platform”), available at https://www.workduo.ai. The Platform enables customers to evaluate and optimize how external artificial intelligence systems (“AI Platforms”) interact with their products, services, and brand assets.
Core capabilities of the Services include:
Use of the Services may be subject to limitations, including without limitation: (i) limits on the volume and type of data or prompts submitted by Customer (“Inputs”); (ii) limits on the number, frequency, or format of results, reports, or outputs provided by the Services (“Outputs”); and (iii) technical, feature, or usage limits described in the applicable Subscription Agreement or Documentation.
2.1 Eligibility. You may use the Services only if you are at least 18 years of age and capable of forming a binding contract with Workduo, and are not otherwise barred from using the Services under applicable law.
2.2 Subscriptions. Services are purchased under one or more Subscription Agreements. Each Subscription Agreement identifies the Services, applicable limits, and the subscription term.
2.3 Access Grant. During the Term, and subject to this Agreement, Customer may access and use the Services only for internal business purposes in accordance with the Documentation and the applicable Subscription Agreement.
2.4 Users. “User” means an employee or contractor of Customer authorized to use the Services using Workduo-issued or designated credentials (“Log-in Credentials”). Customer is responsible for its Users’ compliance with this Agreement.
2.5 Restrictions. Customer will not (and will not permit others to):
3.1 Privacy Policy. Use of the Services is also subject to Workduo’s Privacy Policy, available at https://www.workduo.ai/privacy.
3.2 Ownership. Customer retains all rights in and to Customer Data. Workduo retains all rights in and to the Services and related technology.
3.3 Use of Customer Data. Customer grants Workduo a non-exclusive, worldwide, royalty-free license to process Customer Data solely as necessary to provide and support the Services, generate Usage Data, and comply with law. Workduo will not use Customer Data to train its models unless Customer opts in.
3.4 AI-Generated Content. The Services may produce content, data, or reports (“AI-Generated Content”). Customer may use such content subject to this Agreement and applicable laws and is responsible for evaluating it for accuracy and fitness.
3.5 Usage Data. Workduo may collect anonymized or aggregated technical data (“Usage Data”). Workduo may use Usage Data without restriction.
Workduo may suspend access if: (a) Customer breaches Section 2.5 or Section 3; (b) Customer’s account is 7 days overdue; (c) laws require suspension; or (d) Customer’s actions pose risk to other customers or to the security or availability of the Services.
The Services may interoperate with third-party platforms (“Third-Party Platforms”). Use of those platforms is governed by Customer’s agreement with the provider, not this Agreement. Workduo is not responsible for their performance, availability, or use of Customer Data.
The Services and Site may also contain links to third-party websites or resources. Workduo provides these links only as a convenience and is not responsible for the content, products, or services available from those websites. Customer assumes all risk arising from use of any such third-party resources.
6.1 Fees. Customer will pay the fees set forth in the applicable Subscription Agreement (“Fees”), in U.S. dollars unless stated otherwise. Unless specified otherwise, Fees are due within 30 days of invoice. Renewal term Fees are at Workduo’s then-current rates. Fees are non-refundable except as expressly stated.
6.2 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, GST, VAT, withholding, or similar taxes (other than taxes on Workduo’s net income).
7.1 Mutual Warranties. Each party represents and warrants that (a) it is duly organized and validly existing; (b) this Agreement has been duly authorized; and (c) this Agreement constitutes its valid and binding obligation.
7.2 Compliance with Laws. Workduo warrants that it will provide the Services in compliance with U.S. laws applicable to Workduo in delivering the Services.
7.3 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 7.1 AND 7.2, THE SERVICES, SUPPORT, AI-GENERATED CONTENT, AND ANY RELATED MATERIALS ARE PROVIDED “AS IS.” WORKDUO AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WORKDUO DOES NOT WARRANT UNINTERRUPTED OR ERROR-FREE OPERATION OR THAT CUSTOMER DATA WILL BE PRESERVED WITHOUT LOSS. CUSTOMER IS SOLELY RESPONSIBLE FOR VALIDATING AI-GENERATED CONTENT AND ANY DECISIONS MADE IN RELIANCE ON IT. STATUTORY WARRANTIES (IF ANY) ARE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
8.1 Term. The term of this Agreement begins on the effective date in the first Subscription Agreement referencing this Agreement and continues until no Subscription Agreement has been in effect for at least ninety (90) days, unless terminated earlier (the “Term”). Each Subscription Agreement continues for its stated initial term and automatically renews for successive renewal terms as specified, unless either party gives notice of non-renewal at least 30 days before the next renewal.
8.2 Termination. Either party may terminate this Agreement (including all Subscriptions) upon written notice if the other party: (a) fails to cure a material breach (including failure to pay Fees) within 7 days after notice; (b) ceases operations without a successor; or (c) becomes subject to bankruptcy, receivership, or similar proceedings not dismissed within 60 days.
8.3 Effect of Termination. Upon termination or expiration, Customer’s right to access the Services ceases. Following termination or expiration, Workduo will return or delete Customer Data and other Customer Confidential Information, except Workduo may retain copies (a) as agreed by the parties, (b) as required by law, and (c) in standard backups, subject to confidentiality obligations.
8.4 Survival. Sections 2.5, 3, 4, 5, 6, 7.3, 8.3, 8.4, 9, 10, 11, 12, 13, 14, 15, and 16 survive.
If Customer provides feedback or suggestions regarding the Services or AI-Generated Content (“Feedback”), Workduo may use it without restriction and without obligation to Customer.
10.1 Consequential Damages Waiver. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY (NOR ITS SUPPLIERS) WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE, OR PUNITIVE DAMAGES; LOSS OF USE, DATA, OR PROFITS; BUSINESS INTERRUPTION; OR FAILURE OF SECURITY MECHANISMS, EVEN IF ADVISED OF THE POSSIBILITY.
10.2 Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO WORKDUO UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
10.3 Excluded Claims. “Excluded Claims” means: (a) either party’s breach of Section 12 (Confidentiality) (excluding claims relating to Customer Data); and (b) either party’s indemnification obligations under Section 11.
10.4 Nature of Claims; Essential Purpose. These limitations apply regardless of the form of action and survive even if a limited remedy fails of its essential purpose.
11.1 By Workduo. Workduo will defend and indemnify Customer against third-party claims alleging that the Services, when used as permitted here, directly infringe or misappropriate a U.S. patent, copyright, trademark, or trade secret, and will pay resulting damages and reasonable attorneys’ fees finally awarded or agreed to by Workduo in settlement.
11.2 By Customer. Customer will defend and indemnify Workduo against third-party claims (and resulting damages and reasonable attorneys’ fees) to the extent arising from (a) Customer’s breach of Section 3; or (b) Customer’s business practices or use of AI-Generated Content.
11.3 Procedures. Indemnification requires: prompt written notice; sole control of defense and settlement by the indemnifying party; and reasonable cooperation by the indemnified party (at the indemnifying party’s expense for out-of-pocket costs). No settlement may impose non-monetary obligations on the indemnified party without its consent.
11.4 Mitigation. If the Services are, or in Workduo’s opinion are likely to be, the subject of an infringement claim, Workduo may: (a) procure continued rights; (b) modify or replace the affected portion with substantially equivalent functionality; or (c) terminate the affected Services and refund prepaid, unused Fees for the terminated portion.
11.5 Exceptions. Workduo’s obligations do not apply to claims arising from: (a) combinations with items not provided by Workduo (including Third-Party Platforms and Customer Data); (b) modifications not made by Workduo; (c) unauthorized use; or (d) Evaluation Use (Section 14).
11.6 Exclusive Remedy. This Section states the parties’ exclusive obligations and remedies for third-party IP claims.
12.1 Definition. “Confidential Information” means information disclosed by one party (“Discloser”) to the other (“Recipient”) that is identified as confidential or should reasonably be understood as confidential given the nature of the information and circumstances of disclosure. Workduo’s Confidential Information includes this Agreement’s terms and the Services (including technical and performance information). Customer’s Confidential Information includes Customer Data.
12.2 Obligations. Recipient will: (a) keep Confidential Information confidential and not disclose it except as permitted here (including Section 3.3); and (b) use it only to perform this Agreement. Recipient may disclose Confidential Information to its representatives with a need to know who are bound by obligations at least as protective and remains responsible for their compliance.
12.3 Exclusions. Obligations do not apply to information that Recipient can document is or becomes public through no fault, was known without restriction, was rightfully received from a third party without restriction, or was independently developed without use of Confidential Information.
12.4 Equitable Relief. Unauthorized use or disclosure may cause irreparable harm; the Discloser may seek injunctive relief without posting a bond.
If required by law, subpoena, or court order, either party may disclose Confidential Information (including Customer Data) after, if permitted, providing prior notice and cooperating to seek confidential treatment.
If Customer accesses the Services on a trial, alpha, beta, or early-access basis (“Evaluation Use”), such use is for internal evaluation only. Either party may terminate Evaluation Use at any time.
NOTWITHSTANDING ANYTHING ELSE, WORKDUO PROVIDES NO WARRANTY, INDEMNITY, OR SUPPORT FOR EVALUATION USE, AND WORKDUO’S LIABILITY FOR EVALUATION USE WILL NOT EXCEED US$10.
Workduo may include Customer’s name and marks in customer lists and promotional materials; Workduo will cease further use upon Customer’s written request.
16.1 Ownership. Workduo and its licensors exclusively own all right, title, and interest in and to the Services and related technology, including all intellectual property rights. Except as expressly stated, this Agreement does not grant Customer any rights to Workduo’s intellectual property.
16.2 Customer Data and AI-Generated Content. As set out in Section 3:
16.3 Copyright Policy (DMCA Compliance). Workduo respects intellectual property rights and complies with the Digital Millennium Copyright Act (DMCA). It is Workduo’s policy to:
If you believe that content on the Services infringes your copyright, you may submit a notice to Workduo’s designated agent at support@workduo.com including:
17.1 Assignment. Neither party may assign this Agreement without the other’s consent, except either party may assign it in connection with a merger, acquisition, reorganization, or sale of substantially all assets or voting securities relating to this Agreement. Any non-permitted assignment is void. This Agreement binds permitted successors and assigns.
17.2 Governing Law; Venue. This Agreement is governed by Delaware and U.S. federal law, excluding conflict-of-law rules and the U.N. CISG. The exclusive jurisdiction and venue are the state and federal courts located in Delaware, and each party consents to personal jurisdiction there.
17.3 Notices. Any notices or other communications provided by Workduo under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. Notices to Workduo may be sent to:
17.4 Entire Agreement. This Agreement, together with applicable Subscription Agreements and referenced documents, is the entire agreement and supersedes prior or contemporaneous agreements on the subject. Headings are for convenience. “Including” means “including without limitation.”
17.5 Amendments. Except as expressly stated, amendments must be in a writing signed by authorized representatives (or agreed via Workduo’s electronic processes). The terms of any Customer purchase order or business form do not modify this Agreement and are rejected.
17.6 Waiver; Severability. Waivers must be signed and cannot be implied. If any provision is held invalid, the remainder remains in effect, and the invalid provision will be replaced with a valid provision that most closely reflects the original intent.
17.7 Force Majeure. Neither party is liable for delays or failures (other than payment obligations) caused by events beyond reasonable control, including strikes, labor disputes, war, terrorism, riots, pandemics, internet or utility failures, government actions, or natural disasters.
17.8 Subcontractors. Workduo may use subcontractors to perform its obligations and remains responsible for their compliance and performance.
17.9 Independent Contractors. The parties are independent contractors and not agents, partners, or joint venturers.
17.10 Export. Customer will comply with U.S. and foreign export/import laws. Customer represents it is not on any U.S. restricted party list, is not located in an embargoed country, and will not submit to the Services information controlled under the U.S. International Traffic in Arms Regulations.
17.11 Open Source. The Services may include third-party open-source software (“OSS”). To the extent required by an OSS license, that license will govern the OSS on a stand-alone basis.
17.12 Government End-Users. Elements of the Services may be “commercial computer software.” Use by U.S. Government end-users is subject to this Agreement under FAR 12.212 and DFARS 227.7202, as applicable.
17.13 Order of Precedence. In the event of conflict: (a) the applicable Subscription Agreement controls for that Subscription; then (b) this Agreement.
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