Product terms & conditionsEffective September 8, 2026Version 3.1
Platform Terms of Service
These Platform Terms of Service (the "Terms") are a binding agreement between Digital Socket LLC, a Delaware limited liability company with its registered office at 131 Continental Dr, Suite 305, Newark, DE 19713, United States ("WorkMonitor", "we", "us" or "our"), and the entity or person that creates an account, signs an Order Form, or otherwise accesses the Services ("Customer" or "you").
PLEASE READ THESE TERMS CAREFULLY. They include a binding arbitration provision, a waiver of class actions, and a waiver of the right to a jury trial, each in the Dispute Resolution and Arbitration section. They also limit our liability to you and shift to you the responsibility for deploying employee-monitoring software lawfully in your own workplace.
By creating an account, clicking to accept, signing an Order Form, or using the Services, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" means that organization. If you do not agree, do not use the Services.
The Services are offered only to businesses and other organizations, and to individuals acting for business purposes, who are at least 18 years old. The Services are not offered to consumers for personal, family or household use, and are not directed to children.
The agreement between us
1.1These Terms, together with each document they incorporate and each Order Form executed under them, form the entire agreement between you and WorkMonitor for the Services (the "Agreement").
1.2The following are incorporated into these Terms by reference and are part of the Agreement: the Acceptable Use Policy, the Data Processing Addendum, the Service Level Agreement, the Support Policy, the AI Features Terms, the API and Developer Terms, the Beta and Early Access Terms, and the Sub-processor list. Where you participate in the affiliate or referral programme, the Affiliate Programme Terms are incorporated as well.
1.3The Privacy Policy, the Cookie Policy and the Worker Privacy Notice describe how we handle personal data. They are notices rather than commercial terms, but the commitments we make in them are commitments we are bound by.
Definitions
2.1Capitalized terms have the meanings given below, or the meaning given where they first appear in the Agreement.
- Services
- The WorkMonitor workforce-analytics platform, including the web applications, the desktop agents for Windows, macOS and Linux, the browser and editor extensions, the public API, the software development kits and embeddable widgets, and any documentation, updates and support we make available.
- Order Form
- A written or electronic ordering document, quote, or online checkout confirmation that identifies the plan, the number of Seats, the Subscription Term and the fees, and that is executed or accepted by both parties.
- Subscription Term
- The period stated on an Order Form, or, for a self-serve subscription, the monthly or annual period you selected at checkout, together with each renewal of it.
- Seat
- One individual permitted to be monitored by, or to hold an account on, the Services. Seats are counted as described in the Fees and Billing section.
- Authorized User
- An individual to whom you grant access to the Services under your account, including your employees, contractors, agents and, where you enable it, your own clients.
- Monitored User
- An individual whose device activity, working time or output is recorded through the Services at your instruction, whether or not that individual also holds an account.
- Customer Data
- All data, content and information submitted to, or collected by, the Services by or on behalf of you or your Authorized Users, including activity records, screenshots, timesheets, project and financial records, and the personal data of Monitored Users.
- Personal Data
- Any information relating to an identified or identifiable natural person, as defined in applicable data protection law.
- Deployment
- Your configuration and use of the Services in your organization, including which individuals are monitored, which signals are collected, what is retained and for how long, and who inside your organization can see it.
- Documentation
- The product documentation, help centre articles and API reference we publish for the Services, as updated from time to time.
- Third-Party Service
- A product or service not provided by us that you choose to connect to the Services, including HR, payroll, accounting, project-management, chat, identity, data-warehouse and payout systems.
- Affiliate
- An entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than 50% of the voting interests.
The Services and your right to use them
3.1Subject to the Agreement and to payment of the applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Services for your internal business purposes, for the number of Seats you have purchased.
3.2We will provide the Services with reasonable skill and care, in accordance with the Documentation and the Service Level Agreement. We may improve, modify and add to the Services at any time. We will not make a change during a paid Subscription Term that materially reduces the core functionality you are paying for without giving you at least 30 days' notice; if we do, and the change materially and adversely affects you, you may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees for the remainder of that term.
3.3Your Affiliates may use the Services under your account. You remain responsible for their compliance with the Agreement as if their acts were your own.
3.4We retain all rights not expressly granted. Nothing in the Agreement transfers ownership of the Services to you.
Restrictions
4.1You will not, and will not permit anyone else to, do any of the following.
- Copy, modify, translate, or create derivative works of the Services, except as the Documentation expressly permits.
- Reverse engineer, decompile or disassemble any part of the Services, or attempt to derive source code, algorithms or models from them, except to the extent this restriction is unenforceable under applicable law and then only after giving us notice and a reasonable opportunity to provide the information ourselves.
- Rent, lease, resell, sublicense, time-share or operate a service bureau with the Services, or otherwise make them available to a third party, except as expressly permitted for your Affiliates or under a written reseller agreement with us.
- Circumvent or attempt to circumvent any Seat limit, usage limit, rate limit, entitlement, licence key, access control or security measure.
- Access the Services to build or assist in building a competing product, or to benchmark or publish performance results without our prior written consent.
- Use automated means to scrape, crawl or harvest the Services or our websites, other than through the public API in accordance with the API and Developer Terms.
- Remove, obscure or alter any proprietary notice, trademark or attribution in the Services.
- Use the Services in a manner that violates the Acceptable Use Policy.
Your deployment of monitoring, and who is responsible for it
6.1This section is the most important one in the Agreement, and it is written plainly because the consequences of misunderstanding it fall on real people.
6.2WorkMonitor is software that records what happens on a device. Whether recording a particular person, in a particular country, in a particular way, is lawful is a question about your workplace, your employment relationships, your notices, your consultations and your legal basis. It is not a question about our code, and we are not in a position to answer it for you. We supply a tool with controls; you decide how to point it.
6.3You are the sole controller of Customer Data, and you determine the purposes and means of its processing. We act as your processor, on your documented instructions, as set out in the Data Processing Addendum.
6.4You represent, warrant and undertake, for the whole time you use the Services, that each of the following is true.
- You have a valid legal basis under all applicable law for every category of data you collect through the Services about every Monitored User, and you will keep that basis under review.
- You have given every Monitored User all notices required by law, in a form and at a time the law requires, describing what is collected, why, how long it is kept, who can see it, and what rights that person has. Our Worker Privacy Notice is provided as a starting point and is not a substitute for a notice you have taken advice on.
- Where the law of a Monitored User's location requires consent, works-council agreement, collective consultation, employee-representative approval, registration with or notification to a supervisory authority, or a data protection impact assessment before monitoring begins, you have completed it, and you will complete it again where the law requires it to be renewed.
- You will configure retention, redaction, blurring, deny lists, pause and capture settings so that the Services collect no more than your legal basis and your notices actually cover.
- You will not use the Services to monitor an individual outside the scope of their working relationship with you, on a device you have no right to monitor, or in a jurisdiction where your intended deployment is prohibited.
- You will not use the Services to monitor, target, profile or disadvantage an individual on the basis of trade-union membership or activity, religion, health, disability, pregnancy, sexual orientation, gender identity, race or ethnic origin, or any other characteristic protected by applicable law.
- You will respond to a Monitored User's request to exercise a data-protection right, and you will not route that person to us as though the decision were ours.
Our right to refuse, suspend or decline a deployment
7.1We do not police your workplace, and we do not audit your legal basis. But we are not obliged to operate a deployment we believe to be unlawful, and we do not intend to.
7.2We may refuse to enable, may suspend, and may decline to continue providing any part of the Services, or any configuration of them, where we reasonably believe that the deployment is unlawful, that it breaches the Acceptable Use Policy, that it exposes a Monitored User to a risk of serious harm, or that continuing would expose us to legal liability or regulatory action.
7.3We may also decline to make particular features available in particular jurisdictions where we reasonably believe they cannot lawfully be operated there.
7.4Where we can do so safely and lawfully, we will give you notice before acting, limit any suspension to the part of the Services concerned, and restore the Services promptly once the reason has been resolved. Where the risk is immediate — an ongoing security incident, a credible threat to a person, a demand from a competent authority, or a serious and continuing breach — we may act first and notify you afterwards.
7.5A suspension under this section does not relieve you of the obligation to pay fees for the affected Subscription Term, except where the suspension resulted from our own error, in which case we will credit the affected period.
7.6We may also suspend the Services for non-payment as described in the Fees, billing and renewal section, and for a security or availability emergency affecting the platform as a whole.
Acceptable use
8.1Your use of the Services is subject to the Acceptable Use Policy, which forms part of the Agreement and which we may update from time to time. If an update to the Acceptable Use Policy materially restricts a use you are actively making of the Services, we will give you at least 30 days' notice before it applies to you.
8.2A breach of the Acceptable Use Policy is a material breach of the Agreement.
Customer Data
9.1As between you and us, you own all right, title and interest in Customer Data. We claim no ownership of it.
9.2You grant us a worldwide, non-exclusive, royalty-free licence to host, copy, transmit, display, process and otherwise use Customer Data solely to provide, secure, support and improve the Services for you, to comply with law, and to enforce the Agreement. This licence exists so that we can run the software you are paying us to run; it ends when the data is deleted.
9.3We will not sell Customer Data, share it for cross-context behavioural advertising, or disclose it to a third party except as the Agreement, the Data Processing Addendum or the Sub-processor list describes, or as required by law and permitted by the Law Enforcement and Government Requests policy.
9.4We do advertise our own product and we do measure our own advertising, as the Cookie Policy and the US State Privacy Rights Notice describe, and the boundary that keeps applies to Monitored Users. Nothing captured from or about a Monitored User — no activity record, application or window title, screenshot, activity figure, location, timesheet, score or inference, and no name, email address or other identifier of a Monitored User, in the clear or as a hash — is disclosed to an advertising, remarketing or conversion-measurement provider, used to build an advertising audience, or used to target an advertisement, by us or by anyone we engage. That limb is absolute and admits no exception.
9.5One narrow disclosure is carved out of the preceding paragraphs, and we state it here rather than leaving you to find it. Where an account was created from a visit to our website that arrived on one of our advertisements and recorded an advertising consent, and that account pays its first invoice, we report that payment once to our advertising provider so that the advertisement can be credited, through a conversion action configured in that provider's account. That report contains the advertisement click identifier the visitor brought with them, an internal reference we use so the same payment cannot be reported twice, the amount and currency of the invoice, and a hash of the email address of the individual who created the account. It is a record of your organization's own commercial relationship with us — you clicked our advertisement and you bought a subscription — and it contains none of the material listed in the paragraph above. We do not use it to build an advertising audience about anyone in your organization.
9.6Outside that carve-out the commitment stands as written, and any widening of it is a material change to this section, requiring notice under the Changes to these Terms section before it takes effect. If you would prefer that report not to be made for your organization, write to privacy@workmonitor.ai and we will delete the click identifier we hold, which stops it.
9.7We will not use Customer Data to train, fine-tune, or otherwise improve any generative artificial-intelligence or machine-learning model, whether ours or a third party's, and we contract with our AI sub-processors on terms that prohibit them from doing so with the data we send them. This commitment is stated more fully in the AI Features Terms.
9.8You are responsible for the accuracy, quality, legality and appropriateness of Customer Data and for the means by which you acquired it.
9.9You are responsible for maintaining your own copies of anything you would need if your account ended. The Services provide export functions for this purpose. Our backups exist for our disaster recovery and are not a customer-facing archive service.
Aggregated and service data
10.1We collect and generate configuration data, security and audit logs, telemetry about how the Services perform, and support correspondence ("Service Data"). We use Service Data to operate, secure, troubleshoot, bill for and improve the Services.
10.2We may create statistical and analytical data that is aggregated across customers and de-identified so that it does not identify you, any Authorized User, any Monitored User or any customer of yours, and cannot reasonably be used to re-identify any of them. We may use that aggregated data to operate and improve the Services and to publish general industry insights. We will not publish anything that identifies you or from which you could reasonably be identified without your written consent.
10.3Aggregated data of this kind is never used to train a generative model, consistent with the Customer Data section.
Privacy and data protection
11.1Our Data Processing Addendum applies to our processing of Personal Data contained in Customer Data and forms part of the Agreement. It is pre-executed: you do not need to sign anything separately for it to apply, and it takes effect automatically when you accept these Terms.
11.2Where the European Union General Data Protection Regulation, the UK GDPR, the Swiss Federal Act on Data Protection, or a comparable law applies to your use of the Services, the Data Processing Addendum incorporates the applicable Standard Contractual Clauses and transfer mechanisms described in it.
11.3The Privacy Policy describes the personal data we handle in our own right, including data about the administrators and visitors who deal with us directly.
AI features
12.1Some parts of the Services generate written summaries, digests and answers using large language models. Those features are governed by the AI Features Terms, which form part of the Agreement.
12.2Output produced by an AI feature is a suggestion, not a determination. It may be inaccurate, incomplete or out of date. You will not use AI output as the sole basis for a decision that produces a legal effect for an individual, or a similarly significant effect on them, including a decision about discipline, dismissal, pay, promotion or performance rating, without meaningful review by a person with the authority and competence to reach a different conclusion.
Third-Party Services and destinations you choose
13.1The Services can connect to Third-Party Services that you select, using credentials you supply. We do not control those services, we do not warrant them, and we are not responsible for what they do with data once it reaches them.
13.2Where you configure an export, an integration or a notification, you are instructing us to transmit data to a destination you have chosen and contracted with directly. That destination is your own processor, not our sub-processor, and your agreement with that provider governs what happens next.
13.3Your use of a Third-Party Service is governed by your agreement with its provider. If a Third-Party Service ceases to be available, changes its interface, or withdraws access, we may discontinue the corresponding integration without liability, and this will not entitle you to a refund except where the integration was an express, material part of a written Order Form.
Free plans, trials and evaluations
14.1We may offer a free plan, a free trial, or an evaluation period. These are provided so that you can assess the Services.
14.2Free plans, trials and evaluations are provided "as is" and "as available", without any warranty, indemnity or service-level commitment of any kind. The Service Level Agreement does not apply to them.
14.3We may change, limit, suspend or discontinue a free plan, trial or evaluation at any time, for any reason, with or without notice, and we may delete data held under one after it ends, subject to the retention periods described in the Privacy Policy.
14.4Our total liability arising out of or relating to a free plan, trial or evaluation is limited as described in the Limitation of liability section.
14.5You may use a free trial of a paid plan only once for the same organization. Creating additional accounts to obtain repeated trials is a breach of the Acceptable Use Policy.
Beta and early-access features
15.1Features identified as beta, preview, early access, experimental or similar are governed by the Beta and Early Access Terms, which form part of the Agreement. In short: they are optional, they are unsupported, they carry no service-level commitment, they may change or be withdrawn without notice, and they must not be relied upon for anything you cannot afford to lose.
Fees, billing and renewal
16.1You will pay the fees set out at checkout or on your Order Form. Unless the Order Form says otherwise, fees are quoted and payable in US dollars, in advance, and are exclusive of taxes.
16.2Seats are counted as the greatest number of individuals who held an account or were configured to be monitored at any point during the billing period. If you add Seats during a Subscription Term, we charge for them from the date they are added, pro-rated to the end of the current billing period, and the renewal is calculated on the new total. Reducing Seats takes effect at the start of the next Subscription Term; we do not refund mid-term reductions.
16.3Subscriptions renew automatically for a further period equal to the expiring Subscription Term, at the then-current list price for your plan, unless you cancel before the renewal date. You can cancel a self-serve subscription at any time from the billing settings in your account; cancellation stops the next renewal and does not terminate the current term.
16.4We will give you at least 30 days' notice before a price increase takes effect on renewal. If you do not accept the new price, you may cancel before the renewal date and your subscription will end at the end of the current term.
16.5Fees paid are non-refundable and payments are non-cancellable, except where the Agreement expressly says otherwise, and except for the money-back guarantee described below. We do not provide refunds or credits for partial periods, for Seats you did not use, or for periods during which you chose not to use the Services.
16.6Money-back guarantee. If you are dissatisfied with a paid plan, you may request a full refund of the fees paid for your first paid Subscription Term by writing to support@workmonitor.ai within 14 days of the first payment for that plan. We will refund that payment in full and close the paid subscription. The guarantee applies once per organization and to a first paid term only, not to a renewal, an upgrade, a Seat addition, or an Order Form negotiated with our sales team.
16.7Where you pay by card, you authorize us and our payment processor to charge the card on file for all fees as they fall due, including renewals and pro-rated Seat additions. Card details are entered on our payment processor's hosted page and are never held by us.
16.8Where we have agreed to invoice you, payment is due within 30 days of the invoice date unless the Order Form states otherwise. Overdue amounts accrue interest at the lower of 1.5% per month and the maximum rate permitted by law, from the due date until paid, and you will reimburse our reasonable costs of collection, including reasonable legal fees.
16.9If an amount is more than 10 days overdue, we may suspend the Services on notice until it is paid. Suspension for non-payment does not extend the Subscription Term or reduce the fees owed.
16.10Fees are exclusive of sales, use, VAT, GST, withholding and similar taxes, which you are responsible for, other than taxes on our net income. If you are required by law to withhold tax from a payment to us, you will gross up the payment so that we receive the amount we would have received had no withholding applied.
16.11You will notify us of any good-faith dispute about an invoice within 30 days of its date, and you will pay all undisputed amounts on time. We will not suspend the Services for a disputed amount while the dispute is being handled in good faith.
Term and termination
17.1The Agreement begins when you first accept it or first use the Services, and continues until every Subscription Term under it has expired or been terminated.
17.2Either party may terminate the Agreement for material breach by giving written notice describing the breach, if the breaching party has not cured it within 30 days of that notice. A breach that cannot be cured, and a breach of the Acceptable Use Policy or of the Restrictions section, may be treated as incurable and terminated on notice.
17.3Either party may terminate immediately on notice if the other becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of a bankruptcy, receivership or liquidation proceeding that is not dismissed within 60 days.
17.4You may terminate a self-serve subscription at any time with effect from the end of the current Subscription Term, by cancelling in your account settings.
17.5We may terminate a free plan at any time on 30 days' notice, or immediately where the account is being used in breach of the Agreement.
17.6On termination or expiry: your right to use the Services stops; you will pay all fees accrued up to the effective date; and each party will return or destroy the other's Confidential Information, except for copies retained in routine backups or as required by law, which remain subject to the confidentiality obligations for as long as they are retained.
17.7If we terminate for your material breach, no refund is due. If you terminate for our uncured material breach, we will refund prepaid, unused fees for the remainder of the Subscription Term.
17.8Data after termination. You may export Customer Data at any time during the Subscription Term. For 30 days after termination or expiry, we will make your data available for export on request. After that period, we will delete or irreversibly de-identify Customer Data in accordance with the Data Processing Addendum, except where retention is required by law, in which case we will retain only what the law requires, for only as long as it requires, and continue to protect it.
Confidentiality
18.1"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential from its nature or the circumstances of disclosure. Customer Data is your Confidential Information. The non-public parts of the Services, our pricing, our security documentation and our roadmap are our Confidential Information.
18.2The receiving party will use the other party's Confidential Information only to perform under the Agreement, will protect it with at least the care it uses for its own confidential information and no less than reasonable care, and will disclose it only to its employees, Affiliates, advisers and contractors who need it and who are bound by confidentiality obligations at least as protective as these.
18.3Confidential Information does not include information that is or becomes public without breach, was known to the receiving party without an obligation of confidence before disclosure, is received from a third party without an obligation of confidence, or is independently developed without use of the disclosing party's Confidential Information.
18.4A party may disclose Confidential Information where required by law, regulation or a competent authority, provided that, to the extent legally permitted, it gives the other party prompt notice and reasonable cooperation to seek protective treatment. Our handling of compelled disclosure of Customer Data is described in the Law Enforcement and Government Requests policy.
18.5Confidentiality obligations survive for three years after termination, and for as long as the information remains a trade secret in the case of trade secrets.
Intellectual property
19.1We and our licensors own all right, title and interest in and to the Services, including all software, models, interfaces, designs, documentation and all intellectual property rights in them, and including every improvement, enhancement and derivative work of them however arising.
19.2Nothing in the Agreement grants you any right in our trademarks, service marks, logos, trade names or trade dress. Permitted use of our brand is described in the Brand and Trademark Usage Policy.
19.3If you send us feedback, suggestions, feature requests or ideas about the Services, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable licence to use and exploit them without restriction, attribution or compensation. You are not obliged to give us feedback, and we are not obliged to act on it.
Publicity
20.1Neither party will use the other's name, logo or trademarks in a public statement without prior written consent, except that we may identify you as a customer in a list of customers and in our sales materials once you have given written consent, which you may withdraw on 30 days' notice.
20.2We will not publish a case study, quotation or metric about your use of the Services without your prior written approval of the specific text.
Warranties
21.1Each party warrants that it has the legal power and authority to enter into the Agreement, and that its performance will comply with all laws applicable to it.
21.2We warrant that, during a paid Subscription Term, the Services will perform materially in accordance with the Documentation. If they do not, your exclusive remedy and our entire liability for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity and, if we cannot do so within a reasonable time, for you to terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees.
21.3We warrant that we will not knowingly introduce into the Services any virus, worm, or other code designed to disable or damage your systems.
21.4You warrant that you have obtained all rights, consents and legal bases necessary for us to process Customer Data as contemplated by the Agreement, and you make the representations set out in the section on your deployment of monitoring.
Disclaimers
22.1EXCEPT AS EXPRESSLY STATED IN THE WARRANTIES SECTION, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
22.2We do not warrant that the Services will be uninterrupted, error-free or entirely secure, that every defect will be corrected, or that the Services or the systems that make them available are free of harmful components. Availability is addressed by the Service Level Agreement, which sets out your exclusive remedy for downtime.
22.3We do not warrant that any measurement, score, summary, forecast or analysis produced by the Services is accurate, complete or suitable for any particular decision, and you are responsible for how you interpret and act on it.
22.4We do not provide legal advice. Nothing in the Services, in our Documentation, in our jurisdiction guides, in our template notices, or in this corpus of legal documents is legal advice, and none of it creates a lawyer-client relationship. Whether your deployment complies with the law where your people work is a matter for your own advisers.
22.5We are not responsible for Third-Party Services, or for any delay, loss or damage arising from your use of them.
22.6Nothing in the Agreement excludes or limits liability that cannot lawfully be excluded or limited, including liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
Your indemnity to us
23.1You will defend us, our Affiliates and our respective officers, directors, employees and agents against any claim, demand, suit or proceeding brought by a third party ("Claim") arising out of or relating to any of the following, and you will indemnify us against damages, fines, penalties, settlements and reasonable legal fees finally awarded or agreed in settlement of such a Claim.
- Your Deployment, including any Claim by a Monitored User, an employee, a former employee, a contractor, a trade union, a works council, an employee representative body, a data protection authority, a labour authority or any other regulator, relating to the monitoring you carried out through the Services.
- Customer Data, including any Claim that it infringes a third party's rights, was collected or used unlawfully, or was disclosed by you to someone who should not have received it.
- Your breach of the Acceptable Use Policy, of the Restrictions section, or of the representations in the section on your deployment of monitoring.
- Your instruction to transmit data to a Third-Party Service or other destination you selected, and anything that happens to the data after it arrives there.
- Your use of the Services in a jurisdiction where your deployment was prohibited, or in breach of export control or sanctions law.
- This indemnity does not apply to the extent the Claim arises from our own breach of the Agreement, our gross negligence, or our willful misconduct.
Our indemnity to you
24.1We will defend you against any Claim alleging that the Services, when used by you in accordance with the Agreement, infringe a third party's patent, copyright, trademark or trade secret, and we will indemnify you against damages and reasonable legal fees finally awarded or agreed in settlement of such a Claim.
24.2If the Services become, or in our reasonable opinion are likely to become, the subject of such a Claim, we may at our option and expense procure the right for you to continue using them, replace or modify them so they are non-infringing while materially equivalent, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid, unused fees.
24.3We have no obligation under this section to the extent a Claim arises from Customer Data; from your Deployment or your configuration choices; from a combination of the Services with anything not supplied by us, where the Services alone would not infringe; from your modification of the Services; from your continued use after we notified you to stop and offered a non-infringing alternative; from a free plan, trial, evaluation or beta feature; or from a Third-Party Service.
24.4This section states our entire liability, and your exclusive remedy, for any claim of intellectual-property infringement.
How an indemnity works
25.1A party seeking indemnity will give the other prompt written notice of the Claim (though a delay only reduces the indemnifying party's obligation to the extent it is prejudiced by the delay), will give the indemnifying party sole control of the defence and settlement, and will provide reasonable cooperation at the indemnifying party's expense.
25.2The indemnifying party will not settle a Claim in a way that imposes a non-indemnified liability or a material non-financial obligation on the indemnified party, or that admits fault on its behalf, without that party's written consent, which will not be unreasonably withheld. The indemnified party may participate in the defence with its own counsel at its own expense.
Limitation of liability
26.1TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS, BUSINESS OPPORTUNITY, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
26.2TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO US UNDER THE AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM.
26.3WHERE YOU USE THE SERVICES ON A FREE PLAN, A TRIAL, AN EVALUATION OR A BETA FEATURE, AND NO FEES HAVE BEEN PAID, OUR TOTAL AGGREGATE LIABILITY IN RESPECT OF THAT USE WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100).
26.4The limitations above do not apply to your obligation to pay fees, to your obligations under the section headed "Your indemnity to us", or to either party's fraud, fraudulent misrepresentation, or willful misconduct.
26.5The exclusions and limits in this section apply to the maximum extent permitted by applicable law, and apply even if a limited remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages; where that is so, the exclusions and limits apply only to the extent permitted, and nothing here affects a consumer's non-excludable statutory rights.
26.6Each party acknowledges that the fees reflect this allocation of risk, and that the Agreement would not have been entered into on these terms without it.
Time limit on claims
27.1To the maximum extent permitted by law, any claim arising out of or relating to the Agreement or the Services must be brought within one year after the claimant knew or reasonably should have known of the facts giving rise to it. A claim brought after that period is permanently barred. This limit does not apply where applicable law does not permit it to be shortened, or to a claim for non-payment of fees.
Dispute resolution and arbitration
28.1PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS HOW DISPUTES BETWEEN US ARE RESOLVED, AND IT REQUIRES INDIVIDUAL ARBITRATION RATHER THAN COURT PROCEEDINGS OR CLASS ACTIONS.
28.2Informal resolution first. Before starting an arbitration, the party with a dispute will send the other a written notice describing the dispute and the relief sought, to legal@workmonitor.ai or to our registered office. The parties will then try in good faith to resolve it for 30 days. This step is a condition of starting an arbitration, and the limitation period is paused while it runs.
28.3Agreement to arbitrate. If the dispute is not resolved, any dispute, claim or controversy arising out of or relating to the Agreement or the Services, including its formation, interpretation, breach, termination, validity or enforceability, will be finally resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator.
28.4Seat and procedure. The seat and place of arbitration is Wilmington, Delaware, United States. The language is English. The arbitrator may award any relief a court could award to the individual claimant, and may award injunctive relief only in favour of that claimant and only to the extent needed for their individual claim. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this section.
28.5CLASS ACTION WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a particular claim or a particular request for relief, that claim or request is severed from the arbitration and heard in court, and the remainder proceeds in arbitration.
28.6JURY TRIAL WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT.
28.7Exceptions. Either party may bring an individual action in small-claims court where the claim qualifies. Either party may seek interim or permanent injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual property, its Confidential Information, or to stop unauthorized access to the Services, without first completing the informal-resolution step and without waiving this section.
28.8Costs. Each party bears its own legal fees unless the arbitrator determines a claim was frivolous or brought for an improper purpose, or unless applicable law or the AAA rules provide otherwise. Filing and administrative fees are allocated under the AAA rules.
28.9Opt-out. You may opt out of this arbitration agreement, and of the class-action waiver, by sending written notice to legal@workmonitor.ai within 30 days of first accepting these Terms, stating your account name and that you are opting out of arbitration. Opting out does not affect any other part of the Agreement, and we will not retaliate for it. If you opt out, the Governing law and venue section applies to your disputes instead.
28.10Changes. If we change this section after you accept these Terms, the change does not apply to a dispute of which either party gave the other notice before the change took effect.
Where this section does not apply to you
29.1The arbitration agreement, the class-action waiver and the jury-trial waiver above do not apply, and are severed from the Agreement, to the extent they are prohibited or unenforceable under the law that applies to you. In particular:
- If you are a consumer resident in the European Economic Area, the United Kingdom or Switzerland, they do not apply to you. You may bring proceedings in the courts of your country of residence, you keep the benefit of the mandatory consumer-protection law of that country, and nothing in the Agreement deprives you of a right that law gives you and does not allow to be waived by agreement.
- If you are a consumer or a small business in a jurisdiction whose law prohibits a pre-dispute arbitration agreement, a class-action waiver or a jury-trial waiver in a contract of this kind, the prohibited provision does not apply to you.
- If you are a government, public-sector or publicly funded entity whose governing law prevents it from agreeing to arbitration, to Delaware law, or to an indemnity, those provisions do not apply to you and the Agreement is read as though they were absent, without affecting the rest of it.
- Where a provision above does not apply to you, the Governing law and venue section applies to your disputes instead, subject to any mandatory law that gives your local courts jurisdiction.
Governing law and venue
30.1The Agreement, and any dispute arising out of or relating to it or to the Services, is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules.
30.2Where a dispute is not subject to arbitration, the state and federal courts located in New Castle County, Delaware have exclusive jurisdiction, and each party submits to the personal jurisdiction of those courts and waives any objection based on venue or forum non conveniens. This is subject to the preceding section, and to any mandatory law that confers jurisdiction on the courts of a consumer's country of residence.
30.3The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to the Agreement.
Export control and sanctions
31.1The Services may be subject to United States export control and economic sanctions laws, and to the equivalent laws of other jurisdictions.
31.2You represent that you are not, and are not owned or controlled by or acting on behalf of, a person or entity that is the target of sanctions administered by the US Office of Foreign Assets Control, the United Nations, the European Union or the United Kingdom, and that you are not located in or ordinarily resident in a country or territory subject to comprehensive sanctions.
31.3You will not export, re-export, provide access to, or otherwise make the Services available to any such person, entity, country or territory, and you will not use the Services for any purpose prohibited by export control law, including nuclear, chemical, biological weapons or missile technology end uses.
31.4We may suspend or terminate the Services immediately, without liability, if we reasonably believe that continuing would breach these laws.
United States Government end users
32.1The Services are "commercial computer software" and "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, duplication or disclosure by or on behalf of the US Government is subject to the restrictions in the Agreement, and no rights beyond those granted here are conferred.
Changes to these Terms
33.1We may update these Terms and the documents incorporated into them. We will post the updated version at workmonitor.ai/legal with a new effective date and record the change in our Legal Change Log.
33.2For a change that materially and adversely affects your rights or obligations, we will give account administrators at least 30 days' notice before it takes effect, by email or in-product notice. The change takes effect at the end of that notice period, or at the start of your next Subscription Term if that is later. If you do not accept it, you may terminate the affected subscription before it takes effect and receive a pro-rata refund of prepaid, unused fees.
33.3A change required by law, by a regulator, or to address a security risk may take effect immediately, and we will notify you as soon as we reasonably can.
33.4Other changes take effect when posted. Continuing to use the Services after a change takes effect means you accept it.
33.5Where you hold a signed Order Form, a change to these Terms does not alter a commercial term agreed in that Order Form during its Subscription Term.
Notices
34.1Notices to us must be in writing and sent to legal@workmonitor.ai, or by post to Digital Socket LLC, 131 Continental Dr, Suite 305, Newark, DE 19713, United States, marked for the attention of the Legal Department. A notice starting a dispute must be sent to both.
34.2Notices to you may be sent to the email address of an account administrator, posted in the Services, or sent to the address on your Order Form. You are responsible for keeping your administrator contact details current; a notice sent to an address you have not updated is still effective.
34.3A notice is effective on delivery, or on the first business day after sending if sent by email.
Assignment and subcontracting
35.1You may not assign or transfer the Agreement, in whole or in part, without our prior written consent, except to a successor of substantially all of your business or assets that is not our competitor, on written notice to us. Any other attempted assignment is void.
35.2We may assign the Agreement to an Affiliate, or in connection with a merger, acquisition, corporate reorganization or sale of substantially all of our assets, on notice to you. Where such an assignment involves the transfer of Personal Data, the Data Processing Addendum continues to apply to it.
35.3We may engage sub-processors and subcontractors to help provide the Services, as described in the Sub-processor list and the Data Processing Addendum. We remain responsible for their performance.
Force majeure
36.1Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including act of God, natural disaster, epidemic, war, terrorism, civil unrest, labour dispute, government action, sanction, failure of a public telecommunications or power network, internet or hosting provider failure, or a large-scale malicious attack, provided that the affected party uses reasonable efforts to mitigate and resume performance.
36.2This section does not excuse an obligation to pay amounts already due.
Order of precedence
37.1The Agreement is made up of several documents. Where they conflict, the following order applies, from highest to lowest:
- (1)A written master agreement or amendment signed by authorized representatives of both parties.
- (2)An Order Form, for the commercial terms it states.
- (3)The Data Processing Addendum, for any conflict about the processing of Personal Data.
- (4)These Platform Terms of Service.
- (5)The Acceptable Use Policy, the Service Level Agreement, the Support Policy, the AI Features Terms, the API and Developer Terms, the Beta and Early Access Terms, and the Affiliate Programme Terms.
- (6)The Documentation and any other policy published at workmonitor.ai/legal.
- A conflict is resolved only to the extent of the inconsistency; the rest of the lower-ranked document continues to apply. A purchase order, vendor portal terms, click-through terms attached to your procurement system, or any other document issued by you is of no effect, and any additional or conflicting term in it is rejected, even if we acknowledge or accept the document for administrative purposes.
General
38.1Entire agreement. The Agreement is the entire agreement between the parties about its subject matter and supersedes all prior proposals, discussions and representations. Neither party relies on any statement not set out in it, though nothing excludes liability for fraudulent misrepresentation.
38.2Severability. If a provision is held invalid or unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if it cannot be, and the rest of the Agreement continues in force.
38.3Waiver. A failure or delay in exercising a right is not a waiver of it, and a single or partial exercise does not prevent further exercise.
38.4Independent contractors. The parties are independent contractors. The Agreement creates no partnership, joint venture, agency, fiduciary or employment relationship.
38.5No third-party beneficiaries. The Agreement is for the benefit of the parties only. It confers no right on any other person, except that our Affiliates, officers, directors, employees and agents may enforce the indemnity and limitation-of-liability provisions that are expressed to benefit them.
38.6Survival. Any provision that by its nature should survive termination does so, including those on Customer Data, confidentiality, intellectual property, indemnities, disclaimers, limitation of liability, time limit on claims, dispute resolution, governing law, and this General section.
38.7Headings and interpretation. Headings and clause numbers are for reference only. "Including" means "including without limitation". A reference to a law includes that law as amended or replaced.
38.8Counterparts and electronic signature. An Order Form may be executed in counterparts and by electronic signature, each of which is an original and together one instrument.
38.9Language. The Agreement is made in English. Any translation is provided for convenience only, and the English version governs in the event of a conflict.
How to reach us
39.1Contractual questions and formal notices: legal@workmonitor.ai.
39.2Privacy questions and data-protection rights: privacy@workmonitor.ai, or our Data Protection Officer at dpo@workmonitor.ai.
39.3Security reports and suspected account compromise: security@workmonitor.ai.
39.4Billing, refunds and support: support@workmonitor.ai.
39.5By post: Digital Socket LLC, 131 Continental Dr, Suite 305, Newark, DE 19713, United States.