Every document, published in full

What an Order Form does

1.1An Order Form identifies the plan, the number of Seats, the Subscription Term, the fees and the billing frequency, and any commitment we have agreed that differs from our published terms.

1.2An Order Form becomes binding when both parties have signed it, or when you accept it electronically, whichever we have agreed. Electronic signature and counterparts are effective, and a scanned or electronically transmitted copy is as good as an original.

1.3Signing an Order Form incorporates the Platform Terms of Service and every document incorporated into them. If you have not separately accepted those terms, signing the Order Form is your acceptance of them.

Your purchase order does not add terms

2.1You may issue a purchase order for your own administrative purposes, and we will reference its number on our invoice if you ask.

2.2No term in a purchase order, a vendor portal, a supplier registration process, a procurement questionnaire, an invoice portal's click-through, or any other document you issue has any effect, and every additional or conflicting term in such a document is expressly rejected — even if we sign it, acknowledge it, reference it on an invoice, or accept payment against it, and even if it says that our acceptance of payment constitutes agreement to it.

2.3If you need a term changed, it must be recorded in the Order Form itself or in a written amendment signed by an authorized representative of each party. Nothing else varies the Agreement.

Seats and true-up

3.1The Order Form states a committed number of Seats for the Subscription Term. That commitment is not reduced during the term, and unused Seats are not refunded or carried forward.

3.2You may add Seats at any time. Added Seats are charged at the rate on the Order Form, or at the then-current list price if the Order Form does not state a rate, pro-rated from the date they are added to the end of the current billing period, and are added to the renewal quantity.

3.3We may measure actual usage against the committed quantity. Where usage exceeds the commitment, we will invoice the difference for the period concerned, pro-rated, on the same rate basis. We will tell you before we invoice a true-up.

3.4Reductions take effect at the start of the next Subscription Term and must be notified before the renewal date.

Fees, invoicing and payment

4.1Fees are as stated on the Order Form, in US dollars unless it says otherwise, exclusive of taxes, and payable in advance for each billing period unless the Order Form provides otherwise.

4.2Invoiced payment is due within 30 days of the invoice date unless the Order Form states a different period. Overdue amounts accrue interest at the lower of 1.5% per month and the maximum permitted by law, and you will reimburse our reasonable costs of collection.

4.3We may suspend the Services on notice if an undisputed amount is more than 10 days overdue. Suspension does not extend the Subscription Term or reduce the fees owed.

4.4Notify us of any good-faith invoice dispute within 30 days of the invoice date and pay all undisputed amounts on time. We will not suspend for an amount genuinely in dispute while it is being handled in good faith.

4.5Fees are exclusive of sales, use, VAT, GST, withholding and similar taxes. Where you must withhold tax, gross up the payment so that we receive what we would have received without the withholding. Give us your valid exemption certificate before invoicing if you have one.

Term and renewal

5.1The Subscription Term is stated on the Order Form. Unless the Order Form says otherwise, it renews automatically for successive periods of the same length.

5.2Either party may prevent renewal by giving written notice at least 30 days before the end of the current Subscription Term.

5.3Renewal is at the then-current list price for the plan unless the Order Form fixes the renewal rate. We will give at least 30 days' notice before a price increase takes effect on renewal, and if you do not accept it you may decline to renew.

5.4An Order Form for a renewal, an expansion or an additional product runs alongside the existing one; it does not replace it unless it says so expressly.

Negotiated commitments

6.1An Order Form may record commitments that differ from our published terms — a higher availability target, a different service-credit schedule, a defined maintenance window, a named support contact, 24×7 severity-one coverage, a specified retention period, an onboarding or migration scope, or a security or data-protection commitment.

6.2Those commitments apply for the subscription and the term the Order Form covers, and they do not extend to any other subscription, term or affiliate unless stated.

6.3Where an Order Form names a feature that is in beta or not yet generally available, the Beta and Early Access Terms apply to it unless the Order Form expressly says otherwise and states what we are committing to deliver and by when.

6.4A commitment we have not written into an Order Form is not a commitment. Statements made in a demonstration, a proposal, a response to a questionnaire, an email or a sales conversation do not vary the Agreement.

Affiliates and multi-entity orders

7.1An Order Form may cover your Affiliates. Where it does, you remain responsible for their compliance with the Agreement and for payment of all fees, unless we have agreed in writing that an Affiliate contracts and pays directly.

7.2Where an Affiliate signs its own Order Form referencing the Agreement, that Order Form forms a separate contract between us and that Affiliate on these terms, and a breach or termination by one does not affect the other.

Resellers and partners

8.1Where you purchase through an authorized reseller, your commercial terms — price, payment, term and renewal — are with that reseller, and this document's provisions on fees and invoicing do not apply between us and you.

8.2Your right to use the Services still comes from the Platform Terms of Service, which you must accept, and all other provisions of the Agreement apply to you directly.

8.3We may suspend or terminate access if the reseller fails to pay us, and your remedy for that is against the reseller. A reseller has no authority to make a commitment on our behalf, to vary the Agreement, or to give a warranty or an indemnity for us.

Termination and refunds

9.1Termination is governed by the Platform Terms of Service. Where you terminate for our uncured material breach, or where we terminate for convenience, we refund prepaid, unused fees for the remainder of the Subscription Term.

9.2Where we terminate for your material breach, or where you stop using the Services for your own reasons, no refund is due and the balance of the committed fees for the Subscription Term remains payable.

9.3The money-back guarantee described in the Platform Terms of Service applies to first self-serve paid subscriptions and does not apply to a subscription purchased under an Order Form.

Order of precedence

10.1Where documents conflict, the order in the Platform Terms of Service applies: a signed master agreement or amendment first, then the Order Form for the commercial terms it states, then the Data Processing Addendum for anything about the processing of Personal Data, then the Platform Terms of Service, then the incorporated policies.

10.2A conflict is resolved only to the extent of the inconsistency.

Contact

11.1Order Forms, amendments and contractual questions: legal@workmonitor.ai. Billing and invoices: support@workmonitor.ai.

11.2Digital Socket LLC, 131 Continental Dr, Suite 305, Newark, DE 19713, United States.