Worxstream Terms of Service

"Services" means Worxstream's cloud-based order-to-cash software platform, including its CRM, estimating, invoicing, project management, payments, e-signature (WorxSign), compliance, and intelligence features, together with any related mobile applications, APIs, and documentation.

"Order Form" means an ordering document or online subscription flow specifying the Services purchased, subscription tier, number of Users, fees, and subscription term, entered into between Customer and Worxstream.

"Customer Data" means all data, content, and information submitted to the Services by or on behalf of Customer, including customer records, estimates, invoices, documents, signatures, and communications.

"User" means an individual authorized by Customer to use the Services under Customer's account, including employees, contractors, and agents.

"Documentation" means Worxstream's then-current user guides, help materials, and technical documentation for the Services.

"Envelope" means a document package sent for electronic signature through WorxSign.

"AI Features" means machine learning and artificial intelligence functionality within the Services, including the Operator intelligence layer, estimate intelligence, win probability scoring, and anomaly detection.

"Malicious Code" means viruses, worms, time bombs, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.

2.1 Provision of Services. Subject to these Terms and payment of applicable fees, Worxstream grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the Subscription Term, solely for Customer's internal business operations and in accordance with the Documentation.

2.2 Users. Customer may allow Users to access the Services up to the number of seats purchased. Customer is responsible for (a) all activity occurring under its account and User credentials, (b) maintaining the confidentiality of usernames and passwords, and (c) ensuring Users comply with these Terms. Customer shall notify Worxstream promptly of any unauthorized access or use.

2.3 Service Updates. Worxstream may update, modify, or enhance the Services from time to time, provided such changes do not materially degrade the core functionality of the Services during the Subscription Term. New features or modules may be subject to additional fees.

2.4 Support. Worxstream will provide standard support in accordance with the support plan associated with Customer's subscription tier. Premium support may be available for an additional fee.

2.5 Availability. Worxstream will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for (a) planned maintenance (with advance notice where practicable), and (b) unavailability caused by circumstances beyond Worxstream's reasonable control, including force majeure events, internet service provider failures, or third-party service outages.

3.1 Subscription Term. Subscriptions commence on the start date specified in the Order Form and continue for the term stated therein (the "Subscription Term"). Unless otherwise stated in the Order Form, subscriptions automatically renew for successive periods equal to the initial term unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term.

3.2 Fees. Customer shall pay all fees specified in the Order Form. Except as expressly provided in these Terms, (a) fees are based on Services purchased, not actual usage, (b) payment obligations are non-cancelable, (c) fees paid are non-refundable, and (d) purchased seat quantities cannot be decreased during the Subscription Term.

3.3 Invoicing and Payment. Fees are invoiced in advance in accordance with the Order Form. Unless otherwise specified, invoiced amounts are due within thirty (30) days of the invoice date. Customer authorizes Worxstream to charge the payment method on file for recurring subscription fees. Customer is responsible for providing complete and accurate billing information and keeping it current.

3.4 Overdue Charges. Overdue amounts may accrue interest at 1.5% per month (or the maximum rate permitted by law, if lower). If Customer's account is thirty (30) days or more overdue, Worxstream may, without limiting its other rights, suspend access to the Services until amounts are paid in full, provided Worxstream has given at least ten (10) days' prior written notice.

3.5 Taxes. Fees do not include taxes, levies, duties, or similar governmental assessments, including sales, use, value-added, or withholding taxes ("Taxes"). Customer is responsible for all Taxes associated with its purchases, excluding taxes based on Worxstream's net income.

3.6 Payment Processing. Payment processing services within the Services are provided by third-party payment processors and are subject to those processors' terms of service. Worxstream is not a bank, money transmitter, or payment processor. Customer is solely responsible for its compliance with card network rules and applicable payment regulations in its use of payment features.

3.7 Fee Changes. Worxstream may modify subscription fees upon renewal by providing notice at least forty-five (45) days before the end of the then-current term.

4.1 Customer Obligations. Customer shall (a) use the Services only in accordance with these Terms, the Documentation, and applicable law, (b) be responsible for the accuracy, quality, and legality of Customer Data and the means by which it was acquired, and (c) use commercially reasonable efforts to prevent unauthorized access to the Services.

4.2 Restrictions. Customer shall not, and shall not permit any User or third party to: (a) sell, resell, license, sublicense, rent, or lease the Services, or make the Services available to anyone other than Users; (b) use the Services to store or transmit infringing, libelous, unlawful, or tortious material, or material in violation of third-party privacy rights; (c) use the Services to store or transmit Malicious Code; (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (e) attempt to gain unauthorized access to the Services or their related systems or networks; (f) copy, modify, or create derivative works based on the Services or any part thereof; (g) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Services, except to the extent such restriction is prohibited by law; (h) access the Services to build a competitive product or service, or copy any features, functions, or graphics of the Services; (i) use automated scripts, bots, or scrapers to extract data from the Services except through documented APIs; (j) exceed usage limits or circumvent seat, storage, or volume restrictions; or (k) use the Services in violation of applicable export control or sanctions laws.

4.3 Communications Compliance. If Customer uses the Services to send SMS, email, or other communications to its own customers, Customer is solely responsible for compliance with all applicable communications and marketing laws, including the Telephone Consumer Protection Act (TCPA), CAN-SPAM Act, and carrier requirements (including 10DLC registration where applicable). Customer represents that it has obtained all necessary consents from message recipients.

4.4 Suspension. Worxstream may suspend Customer's or any User's access to the Services immediately if (a) Worxstream reasonably believes the Services are being used in violation of Section 4.2 or applicable law, (b) continued use poses a security risk to the Services or any third party, or (c) as provided in Section 3.4. Worxstream will use reasonable efforts to notify Customer and limit the suspension in scope and duration.

5.1 E-Signature Services. WorxSign enables Users to send, sign, and manage Envelopes electronically. Worxstream provides the technology platform only and is not a party to any agreement executed through WorxSign.

5.2 Legal Effect. Electronic signatures executed through WorxSign are designed to comply with the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA). However, Customer acknowledges that (a) certain documents may not be suitable for electronic signature under applicable law (e.g., wills, certain real property transfers, court orders), (b) Customer is solely responsible for determining whether electronic signature is legally sufficient for its documents and jurisdictions, and (c) Worxstream makes no representation regarding the validity or enforceability of any particular signed document.

5.3 Signer Consent. Customer is responsible for ensuring that signers consent to conduct transactions electronically and receive any legally required disclosures.

5.4 Records. Worxstream will maintain audit trails and completion certificates for Envelopes in accordance with the Documentation. Customer is responsible for downloading and retaining copies of executed documents as needed for its own record-keeping obligations.

6.1 Nature of AI Output. AI Features generate predictions, scores, recommendations, and other outputs ("AI Output") using machine learning models. AI Output is probabilistic in nature, may contain errors or inaccuracies, and is provided for informational purposes only.

6.2 Customer Responsibility. Customer is solely responsible for evaluating AI Output before relying on it, including any pricing, estimating, tax, or compliance suggestions. AI Output does not constitute professional, legal, tax, or financial advice. Human review is required for all business decisions informed by AI Output.

6.3 Model Improvement. Worxstream may use aggregated and de-identified usage data to improve AI Features as described in Section 8.4. Worxstream will not use Customer Data to train models made available to other customers in a manner that would disclose Customer's Confidential Information.

7.1 Worxstream IP. Worxstream and its licensors own all right, title, and interest in and to the Services, Documentation, AI models, and all related intellectual property. Except for the limited access rights expressly granted in these Terms, no rights are granted to Customer, whether by implication, estoppel, or otherwise.

7.2 Customer Data. As between the parties, Customer owns all right, title, and interest in Customer Data. Customer grants Worxstream a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data solely as necessary to (a) provide and maintain the Services, (b) prevent or address service or technical problems, (c) comply with law, and (d) as otherwise permitted in these Terms.

7.3 Feedback. If Customer provides suggestions, ideas, or feedback regarding the Services, Worxstream may use such feedback without restriction or obligation to Customer.

8.1 Security. Worxstream will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, as described in the Documentation. These safeguards include encryption of data in transit and at rest, access controls, and logical tenant isolation.

8.2 Privacy. Worxstream's collection and use of personal information is described in its Privacy Policy, available at worxstream.ai/privacy. Where Worxstream processes personal data on Customer's behalf, the parties' Data Processing Addendum (DPA) applies and is incorporated into these Terms by reference.

8.3 Data Portability and Deletion. During the Subscription Term, Customer may export Customer Data using the Services' export functionality. Following termination or expiration, Worxstream will make Customer Data available for export for thirty (30) days, after which Worxstream may delete Customer Data, except as retained in routine backups or as required by law.

8.4 Aggregated Data. Worxstream may collect and use data regarding the use and performance of the Services in aggregated and de-identified form for analytics, benchmarking, and product improvement, provided such data does not identify Customer or any individual.

8.5 Breach Notification. Worxstream will notify Customer without undue delay after becoming aware of any confirmed unauthorized access to Customer Data, and will provide information reasonably requested by Customer regarding the incident.

9.1 Definition. "Confidential Information" means all information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Customer's Confidential Information includes Customer Data; Worxstream's Confidential Information includes the Services, pricing, and product roadmaps.

9.2 Obligations. The Receiving Party shall (a) use the same degree of care it uses to protect its own confidential information of like kind (but not less than reasonable care), (b) not use Confidential Information for any purpose outside the scope of these Terms, and (c) limit access to Confidential Information to those employees, contractors, and agents who need such access and are bound by confidentiality obligations at least as protective as those herein.

9.3 Exclusions. Confidential Information does not include information that (a) is or becomes publicly known through no fault of the Receiving Party, (b) was known to the Receiving Party prior to disclosure, (c) is received from a third party without breach of any obligation, or (d) is independently developed without use of the Disclosing Party's Confidential Information.

9.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law, provided it gives the Disclosing Party prior notice (where legally permitted) and reasonable assistance to contest or limit the disclosure.

10.1 Mutual Warranties. Each party represents and warrants that it has the legal power and authority to enter into these Terms.

10.2 Worxstream Warranties. Worxstream warrants that during the Subscription Term (a) the Services will perform materially in accordance with the Documentation, and (b) Worxstream will not materially decrease the overall functionality of the Services. For breach of this warranty, Customer's exclusive remedy is as provided in Sections 12.3 and 12.4 (Termination for Cause and Refund).

10.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." WORXSTREAM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WORXSTREAM DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT AI OUTPUT WILL BE ACCURATE OR RELIABLE. WORXSTREAM IS NOT RESPONSIBLE FOR CUSTOMER'S COMPLIANCE WITH LAWS APPLICABLE TO CUSTOMER'S BUSINESS, INCLUDING TAX, LICENSING, CONTRACTOR, AND CONSUMER PROTECTION LAWS.

11.1 By Worxstream. Worxstream will defend Customer against any third-party claim alleging that the Services, as used in accordance with these Terms, infringe a U.S. patent, copyright, or trademark, and will pay damages finally awarded against Customer (or settlement amounts approved by Worxstream) arising from such claim. If the Services become, or are likely to become, subject to an infringement claim, Worxstream may (a) modify the Services to be non-infringing, (b) procure the right for Customer to continue using the Services, or (c) terminate the affected subscription and refund prepaid, unused fees. This Section states Worxstream's sole liability and Customer's exclusive remedy for infringement claims. Worxstream has no obligation for claims arising from (i) Customer Data, (ii) combination of the Services with items not provided by Worxstream, or (iii) use in violation of these Terms.

11.2 By Customer. Customer will defend Worxstream against any third-party claim arising from (a) Customer Data, (b) Customer's use of the Services in violation of these Terms or applicable law, (c) documents sent or signed through WorxSign, or (d) communications sent by Customer through the Services (including SMS/TCPA claims), and will pay damages finally awarded against Worxstream (or approved settlement amounts) arising from such claims.

11.3 Procedure. The indemnified party must (a) promptly notify the indemnifying party of the claim, (b) give the indemnifying party sole control of the defense and settlement (provided any settlement releases the indemnified party of all liability), and (c) provide reasonable cooperation at the indemnifying party's expense.

12.1 Term. These Terms commence on the earlier of Customer's acceptance or first use of the Services and continue until all Subscription Terms have expired or been terminated.

12.2 Termination for Convenience. Either party may elect not to renew a subscription per Section 3.1. Mid-term termination for convenience is not permitted unless expressly stated in the Order Form.

12.3 Termination for Cause. Either party may terminate these Terms (a) upon thirty (30) days' written notice of a material breach if the breach remains uncured at the end of such period, or (b) immediately if the other party becomes the subject of bankruptcy, insolvency, receivership, or assignment for the benefit of creditors.

12.4 Effect of Termination; Refunds. If Customer terminates for Worxstream's uncured material breach, Worxstream will refund prepaid fees covering the remainder of the Subscription Term after the effective termination date. If Worxstream terminates for Customer's breach, Customer will pay all fees payable for the remainder of the Subscription Term. Upon termination, Customer's access rights cease, and data handling follows Section 8.3.

12.5 Survival. Sections 3 (with respect to accrued fees), 7, 8.3, 8.4, 9, 10.3, 11, 12.4, 12.5, 13, and 14 survive termination.

13.1 Exclusion of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Liability Cap. EXCEPT FOR CUSTOMER'S PAYMENT OBLIGATIONS AND EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO WORXSTREAM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13.3 Application. The limitations in this Section 13 apply to the maximum extent permitted by law and notwithstanding the failure of any limited remedy. Some jurisdictions do not allow certain exclusions or limitations, in which case liability is limited to the greatest extent permitted by law.

14.1 Governing Law; Venue. These Terms are governed by the laws of the State of Georgia, without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

14.2 Dispute Resolution. Before filing any claim, the parties will attempt in good faith to resolve any dispute by negotiation between executives within thirty (30) days of written notice of the dispute. Each party waives any right to a jury trial in connection with any dispute arising out of these Terms.

14.3 Assignment. Neither party may assign these Terms without the other party's prior written consent, except that either party may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets, upon notice to the other party. Any prohibited assignment is void.

14.4 Notices. Legal notices must be in writing and delivered to the addresses specified in the Order Form (or, for Worxstream, [email protected]). Notices are deemed given upon receipt.

14.5 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental action, pandemics, or failures of internet or telecommunications infrastructure.

14.6 Publicity. Worxstream may identify Customer as a customer and use Customer's name and logo in customer lists and marketing materials, unless Customer opts out in writing.

14.7 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

14.8 Entire Agreement; Order of Precedence. These Terms, together with all Order Forms, the DPA, and any incorporated policies, constitute the entire agreement between the parties and supersede all prior agreements regarding their subject matter. In the event of conflict: (1) the Order Form, (2) the DPA, (3) these Terms, (4) the Documentation. No terms in any Customer purchase order or similar document will apply.

14.9 Amendments. Worxstream may update these Terms from time to time by posting the revised version and updating the "Last Updated" date. Material changes will be communicated at least thirty (30) days in advance. Continued use of the Services after the effective date constitutes acceptance. Changes to fees take effect only upon renewal per Section 3.7.

14.10 Waiver; Severability. No waiver is effective unless in writing. If any provision is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions remain in full force.

14.11 Export Compliance. Customer shall not use or export the Services in violation of U.S. export laws and regulations, and represents it is not on any U.S. government denied-party list.

14.12 U.S. Government Use. The Services are "commercial computer software" under FAR 12.212 and DFARS 227.7202, and government users acquire only those rights specified in these Terms.

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Questions about these Terms: [email protected]