Company · Legal
Terms of Service
Last updated: 25 September 2026
These Workloom Terms of Service (this "Agreement") govern your or the company or entity on whose behalf you entered this Agreement or that is otherwise identified on the applicable Order Form ("Customer") use of the Services as made available by Zaurion Ventures LLP, which operates Workloom ("Workloom"). Workloom and Customer may be referred to herein collectively as the "Parties" or individually as a "Party".
1. Agreement To Terms And Conditions
This Agreement is effective, and you agree to be bound by this Agreement on the Order Form Date specified on the initial Order Form incorporating this Agreement ("Effective Date"). If you are accepting this Agreement on behalf of Customer, you represent and warrant that you have the authority to bind Customer to the terms and conditions of this Agreement.
2. Definitions
(1) "Aggregate/Deidentified Data" means any data that is derived or aggregated in deidentified form from (i) any Customer Materials; (ii) Output; or (iii) Customer's and/or its Authorized Users' use of the Services, including, without limitation, any usage data or trends with respect to the Services.
(2) "App" means the Workloom App application, developed by Workloom, for access to the Services.
(3) "Authorized Users" means employees authorized by Customer to use the Services.
(4) "Workloom IP" means the Services, the underlying software provided in conjunction with the Services, algorithms, models (including those related to machine learning and artificial intelligence), interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Services and Documentation, and Aggregate/Deidentified Data (as defined below), all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all Intellectual Property Rights in and to any of the foregoing.
(5) "Documentation" means the documentation relating to the Services if and as provided by Workloom to Customer (including any revised versions thereof), which may be updated from time to time upon notice to customer.
(6) "Intellectual Property Rights" means patent rights (including, without limitation, patent applications and disclosures), inventions, copyrights, trade secrets, know-how, data and database rights, mask work rights, and any other intellectual property rights recognized in any country or jurisdiction in the world.
(7) "Order Form" means a mutually executed order form or other mutually agreed upon ordering document which references this Agreement and sets forth the applicable Services to be provided by Workloom.
(8) “Licensed Volume” means the limits (e.g., per-seat usage), volume, or other measurement or conditions of permitted use for the applicable Services as set forth in the applicable Order Form, including any limits on the number of Authorized Users permitted to use the Services based on Customer’s subscription tier.
(9) "Output" means any data, content, information, responses, suggestions, or other output generated by the Services in connection with Customer's use thereof, but excluding Workloom Materials.
(10) “Recording Notice” means an adequate legal notice to individuals who are recorded and/or transcribed via the Services of the recording and transcription of their voice communications by the Services, which is no less protective than “We and our service provider may record and transcribe your call with us.”.
(11) "Sales Lead Data" means the contact information (including without limitation names, email addresses, phone numbers, job descriptions and titles, and organization or company information) and related information (including without limitation updates and changes, interactions with and usage trends, data regarding intent, and analytics related to the foregoing) provided or transmitted by or on behalf of Customer to the Services, or otherwise made available to Workloom by Customer, but excluding Aggregate/Deidentified Data and Workloom Materials.
(12) "Sales Lead Database" means the online platform offered by Workloom which enables access to its database for business and sales lead contact information.
(13) "Services" means the online sales technology platform offered by Workloom as more particularly described or identified in the applicable Order Form, together with the App.
3. Access and Use
(1) Services. Subject to the terms and conditions of this Agreement, Workloom hereby grants Customer a limited, non-exclusive, non-transferable (except in compliance with Section 14(2)) right to use (and permit Authorized Users to use) the Services solely for Customer's internal business purposes in accordance with the Documentation and the terms of this Agreement, and subject to the Licensed Volume.
(2) Workloom Materials. The Services may make available certain content, data, information (including contact information) or other materials provided by Workloom or Third-Party Services (collectively, "Workloom Materials"). Such materials are proprietary to Workloom or its licensors or providers, and Customer has a limited right to use any Workloom Materials, or portions thereof, for its own internal sales and marketing business use in accordance with applicable laws. Customer is expressly prohibited from using the Workloom Materials for any other purpose. Workloom is not responsible for providing notice to, or obtaining any consents from, individuals to whom Workloom Materials relate. Customer is solely responsible for ensuring that it uses and discloses Workloom Materials in accordance with applicable laws including, but not limited to, marketing laws. Customer acknowledges that Workloom has not obtained any marketing consents on behalf of Customer and that some jurisdictions may require that Customer obtain consent from individuals that Workloom Materials relate to in order for Customer to send marketing communications to such individuals. Customer is solely responsible for ensuring that any marketing communications it sends to individuals comply with applicable laws. Customer will not in any way distribute or re-distribute or otherwise commercialize or sell any Workloom Materials, or offer or enable access to such materials or any portion of them as a stand-alone product. Customer is solely responsible for compliance with all applicable laws regarding its and its Authorized Users' use of Workloom Materials or portions thereof. Workloom (or its licensors or providers, as applicable) retain all ownership of the Workloom Materials.
(3) Use Restrictions. Customer will not and will not permit any person or entity (including, without limitation, Authorized Users) to, directly or indirectly: (i) copy, modify or create any derivative work of any portion of the Services or the Documentation; (ii) reverse engineer, decompile, decode, or disassemble or otherwise attempt to derive or gain improper access to any software component of the Services, in whole or in part; (iii) frame, mirror, sell, resell, market, sublicense, publish, distribute, reproduce, assign, transfer, rent, lease or loan any portion of the Services to any other person or entity, or otherwise allow any person or entity to use the Services or Workloom Materials for any purpose other than for the benefit of Customer in accordance with this Agreement; (iv) use the Services, Workloom Materials or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person or entity, or that violates, or causes a violation of, any applicable law including, without limitation, the Telephone Consumer Protection Act and similar state laws; (v) interfere with, or disrupt the integrity or performance of, the Services, or any data or content contained therein or transmitted thereby; (vi) access or search the Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Workloom for use expressly for such purposes; (vii) use the Services, Documentation or any other Workloom Confidential Information for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could compete with the Services; (viii) send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; (ix) forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information; or (x) impersonate or misrepresent Customer’s affiliation with any person or entity.
(4) Authorized Users. Customer may only permit Authorized Users to use the Services, and only in accordance with the Documentation, terms of this Agreement, and applicable Licensed Volume, provided that Customer is responsible for all acts or omissions by its Authorized Users in connection with their use of the Services and their compliance with the terms and conditions of this Agreement, including, without limitation, with Customer's obligations and the restrictions set forth in Section 3(3). Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will promptly notify Workloom if Customer knows or reasonably suspects that any user name and/or password has been compromised.
(5) Recording and Transcription; Compliance with Recording Laws. Customer acknowledges that the Services allow Customer to record and transcribe calls including, without limitation, communications that take place during calls and communications that take place during calls made by or on behalf of Customer with an artificial or prerecorded voice. Customer is solely responsible for complying with all applicable wiretapping and call recording laws. Customer is solely responsible (i) for ensuring that the technology it uses the Services with is able to provide a Recording Notice and obtain all necessary consents for recording and transcription of calls, or (ii) for otherwise providing a Recording Notice and obtaining all necessary consents for recording and transcription of calls. By using the Services, Customer consents to Workloom’s recording of calls, and to Workloom’s use, disclosure, and storage of such recordings as contemplated by the Terms.
(6) Ownership of Workloom IP. Subject to the limited rights expressly granted hereunder, Workloom reserves and, as between the Parties will solely own, the Workloom IP and all rights, title and interest in and to the Workloom IP. No rights are granted to Customer hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.
(7) Feedback. From time to time Customer or its employees, contractors, representatives may provide Workloom with suggestions, comments, feedback or the like with regard to the Services (collectively, "Feedback"). Customer hereby grants Workloom a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Workloom's business purposes, including, without limitation, the testing, development, maintenance and improvement of the Services. For clarity, Feedback is not considered Confidential Information (as defined below).
(8) Third-Party Services. Certain features and functionalities within the Services [may allow Customer and its Authorized Users to integrate with, interface or interact with, access and/or use compatible third-party services, products, technology, and content (collectively, "Third-Party Services"). Workloom does not provide any aspect of the Third-Party Services and is not responsible for any compatibility issues, errors or bugs in the Services or Third-Party Services caused in whole or in part by the Third-Party Services or any update or upgrade thereto.
(9) Trial Services. Workloom may also offer Customer the Services on a trial basis, free of charge, as expressly set forth in the Order Form (“Trial Services”). If Customer receives Trial Services (as stated in the Order Form), Customer may use such Trial Services solely for internal evaluation purposes. Workloom provides Trial Services on an “AS IS” basis without warranty of any kind, and may terminate or suspend the availability of any Trial Services at any time. Notwithstanding anything to the contrary under this Agreement (including without limitation Sections 8, 10, and 11), Workloom hereby disclaims any and all liability and responsibility for, and shall not be liable for any damages, losses, claims, or causes of action related to or in connection with, any and all Trial Services.
(10) Use of Text Messaging and Artificial Voice Calling Services. Customer acknowledges that aspects of the Services may allow Customer to send text messages using an automatic telephone dialing system, an automated system for the selection or dialing of telephone numbers, or other equipment. Customer further acknowledges that aspects of the Services may allow Customer to make calls using an artificial or prerecorded voice. Customer agrees that it is solely responsible for ensuring that its use of the Services complies with the Telephone Consumer Protection Act and other applicable laws.
(11) Compliance Assistance. Upon Workloom’s request, Customer will complete a written questionnaire provided by Workloom regarding Customer’s compliance with applicable laws and business practices in relation to Customer’s use of the Services. Customer will reasonably cooperate with such inquiries, including by providing evidence of its compliance with this Agreement and answering follow-up questions as Workloom may have in relation to Customer’s responses. Upon Workloom’s request, Customer will provide all cooperation and assistance to Workloom as may be required by Workloom for Workloom to ensure compliance with applicable laws and/or industry standards.
4. Fees
In payment for Customer's access to the Services during the Term, Customer shall pay Workloom the non-refundable fees set forth on the applicable Order Form (the "Fees"). Except as otherwise provided in the applicable Order Form, Workloom will issue monthly invoices to Customer during the Term, and Customer will pay all amounts set forth on any such invoice no later than thirty (30) days after the date of such invoice. Workloom reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of each then-current Term (including any renewal Term), upon sixty (60) days' prior notice to Customer (which may be sent by email). If Customer has signed up for automatic billing, Workloom will charge Customer's selected payment method (such as a credit card) for any Fees on the applicable payment date, including any applicable taxes. If Workloom cannot charge Customer's selected payment method for any reason (such as expiration or insufficient funds), Customer remains responsible for any uncollected amounts, and Workloom will attempt to charge the payment method again as Customer may update its payment method information. If Customer fails to make any payment when due, late charges will accrue at the rate of 1.5% per month or, if lower, the highest rate permitted by applicable law and Workloom may suspend Services until all payments are made in full. Customer is responsible for all sales, use, ad valorem and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, multinational or local governmental regulatory authority on any amount payable by Customer to Workloom hereunder, other than any taxes imposed on Workloom's income.
5. Customer Materials
Customer hereby grants Workloom a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right and license to use, reproduce, display, perform and modify the Customer Materials and Output for the purpose of hosting, operating, providing, and improving the Services (and Workloom's products, services, and technologies generally), and to generate Aggregate/Deidentified Data. Without limiting the foregoing, Customer hereby grants to Workloom a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right and license to use, reproduce, display, perform, modify, sublicense, commercialize, store, host, and disclose to third parties Sales Lead Data for (i) Workloom's business purposes in connection with the Sales Lead Database, and (ii) third parties' business purposes. As between Customer and Workloom, Customer owns and retains all right, title and interest in and to all Customer Materials and Output (subject to Workloom's rights in Workloom IP). "Customer Materials" mean all information, data, content and other materials, in any form or medium, that is submitted, posted, collected, transmitted or otherwise provided or made available by or on behalf of Customer through the Services or to Workloom in connection with Customer's use of the Services, including without limitation Sales Lead Data but excluding, for clarity, Aggregate/Deidentified Data, Workloom Materials, and any other Workloom IP, including any information, data, data models, content or materials owned or controlled by Workloom and made available through or in connection with the Services.
6. Confidential Information
(1) Confidentiality."Confidential Information" means any information that one Party (the "Disclosing Party") provides to the other Party (the "Receiving Party") in connection with this Agreement, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Services and the Documentation will be deemed Confidential Information of Workloom. The Receiving Party will not use or disclose any Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under this Agreement; provided that Workloom may use and modify Confidential Information of Customer in deidentified form for purposes of developing and deriving Aggregate/Deidentified Data. The Receiving Party may disclose Confidential Information of the Disclosing Party only: (i) to those of its employees, contractors, agents and advisors who have a bona fide need to know such Confidential Information to perform under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective of the Confidential Information as those set forth in this Agreement, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. The terms of each applicable Order Form will constitute Confidential Information of each Party but may be disclosed on a confidential basis to a Party's advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.
(2) Exclusions. Confidential Information will not include any information that: (i) is or becomes generally known to the public through no fault or breach of this Agreement by the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without access to or use of any Confidential Information of the Disclosing Party that can be evidenced in writing; or (iv) is rightfully obtained by the Receiving Party from a third-party without restriction on use or disclosure.
7. Publicity
Either Party may, with the other Party's prior written consent (which will not be unreasonably withheld), use or refer to the other Party's name, trademarks, service marks, or logos in any marketing materials, business development activities, press releases or other publicity-related matter for the purpose of marketing, publicizing or promoting a Party's business.
8. Representations and Warranties; Disclaimer
(1) Mutual Representations. Each Party represents and warrants to the other Party that: (i) it has full power and authority to enter into this Agreement; and (ii) the execution, delivery and performance of this Agreement by it have been duly authorized by all necessary actions and do not violate its organizational documents.
(2) Customer Additional Representations. Customer represents and warrants that (i) it has obtained and will continue to maintain throughout the Term all rights, licenses, consents, and permissions necessary to collect, provide, and transmit Customer Materials via the Services and to enable Workloom to use Customer Materials as contemplated by this Agreement (including any consents necessary for recording or transcription of calls); (ii) it has provided all individuals who may be recorded and/or transcribed via the Services with sufficient notice of the recording and transcription of their communications as contemplated by these Terms, which shall include incorporation of a Recording Notice at the very beginning of each recording and/or transcription, and each time Customer begins recording and/or transcribing an additional individual thereafter; (iii) it has obtained and will continue to maintain throughout the Term all consents necessary to send text messages or make artificial or prerecorded voice calls via the Services including, without limitation, those consents required under the Telephone Consumer Protection Act and similar state laws(iv) it will comply with all applicable laws in connection with its use of the Services (including, without limitation, Customer’s collection and disclosure of Customer Materials and Customer’s use of the Services to send text messages or make artificial or prerecorded voice calls); and (v) Workloom’s use of the Customer Materials in accordance with this Agreement will not violate any applicable laws or regulations or infringe or violate any intellectual property or other rights of any third party or cause a breach of any agreement or obligations between Customer and any third-party.
(3) Disclaimer. THE SERVICES, WORKLOOM MATERIALS, AND OTHER WORKLOOM IP ARE PROVIDED ON AN "AS IS" BASIS, AND WORKLOOM MAKES NO WARRANTIES OR REPRESENTATIONS TO CUSTOMER OR TO ANY OTHER PARTY REGARDING THE WORKLOOM IP, THE SERVICES, WORKLOOM MATERIALS, OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. WORKLOOM DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY WORKLOOM MATERIALS OR INFORMATION ACCESSED OR PROVIDED THROUGH THE SERVICES.
(4) AI/ML Disclaimer. DUE TO THE NATURE OF MACHINE LEARNING AND ARTIFICIAL INTELLIGENCE, ANY OUTPUT MAY NOT BE UNIQUE AND THE SERVICES MAY GENERATE THE SAME OR SIMILAR OUTPUT FOR CUSTOMER OR A THIRD PARTY. GIVEN THE PROBABILISTIC NATURE OF MACHINE LEARNING, THE SERVICES MAY IN SOME SITUATIONS PRODUCE OUTPUT THAT IS INACCURATE, INCORRECT, OFFENSIVE OR OTHERWISE UNDESIRABLE. THE ACCURACY, QUALITY AND COMPLIANCE WITH APPLICABLE LAW OF THE OUTPUT IS DEPENDENT UPON AND COMMENSURATE WITH THAT OF THE CUSTOMER MATERIALS INPUTTED INTO THE SERVICES AND CUSTOMER'S COMPLIANCE WITH THIS AGREEMENT, AND NOTWITHSTANDING ANYTHING ELSE SET OUT HEREIN, WORKLOOM WILL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO CUSTOMER OR ANY OTHER PERSON OR ENTITY FOR OR IN CONNECTION WITH ANY CUSTOMER MATERIALS OR OUTPUT, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM CUSTOMER MATERIALS, OUTPUT, OR THEIR USE. CUSTOMER SHALL EVALUATE THE CONTENT, NATURE, TONE AND ACCURACY OF ANY OUTPUT AS APPROPRIATE FOR THE APPLICABLE USE CASE, INCLUDING BY USING HUMAN REVIEW OF THE OUTPUT.
9. Term and Termination
(1) Term. This Agreement shall commence on the Effective Date and will remain in effect as specified on the applicable Order Form (the "Term").
(2) Termination. Either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
(3) Survival. The following Sections will survive termination or expiration of this Agreement for any reason: Sections 2, 3(3), 3(6), 3(7), 3(8), 4, 5, 6, 8(3), 8(4), 9(3), 9(4), 10, 11, 13(1), and 14.
(4) Effect of Termination. Upon expiration or termination of this Agreement: (i) the rights granted pursuant to Section 3(1), 3(2) and Section 7 will terminate; and (ii) Customer will return or destroy, at Workloom's sole option, all Workloom Confidential Information in its possession or control, including permanent removal of such Workloom Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in Customer's possession or under Customer's control, and at Workloom's request, certify in writing to Workloom that the Workloom Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted. No expiration or termination will affect Customer's obligation to pay all Fees that may have become due or otherwise accrued through the effective date of expiration or termination, or entitle Customer to any refund.
10. Limitation of Liability
(1) Limitation of Liability. EXCEPT FOR (I) ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, (II) FRAUD OR WILLFUL MISCONDUCT BY EITHER PARTY, OR (III) BREACH OF CUSTOMER'S PAYMENT OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
(2) Total Liability. IN NO EVENT WILL WORKLOOM'S TOTAL LIABILITY TO CUSTOMER OR ITS AUTHORIZED USERS IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES ACTUALLY PAID BY CUSTOMER TO WORKLOOM IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION WILL APPLY WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
11. Indemnification
(1) Indemnification by Workloom. Subject to Section 10, Workloom will defend Customer against any claim, suit or proceeding brought by a third-party ("Claims") alleging that Customer's use of the Services infringes or misappropriates such third party's Intellectual Property Rights, and will indemnify and hold harmless Customer against any damages and costs awarded against Customer or agreed in settlement by Workloom (including reasonable attorneys' fees) resulting from such Claim.
(2) Exclusions. Workloom's obligations under Section 11(1) will not apply if the underlying Claim arises from or as a result of: (i) Customer's breach of this Agreement, negligence, willful misconduct or fraud; (ii) any Customer Materials; (iii) Customer's failure to use any enhancements, modifications, or updates to the Services that have been provided by Workloom; (iv) modifications to the Services by anyone other than Workloom; (v) continued use by Customer of a prior version of the Services that has been superseded by a non-infringing version subsequently made available to Customer by Workloom; or (vi) combinations of the Services with software, data or materials not provided by Workloom.
(3) Indemnification by Customer. Customer will defend, indemnify and hold harmless Workloom from and against any damages and liabilities (including court costs and reasonable attorneys’ fees) awarded in a final judgment against Workloom, and amounts agreed to in settlement with respect to each of the foregoing, to the extent arising from a Claim against Workloom in connection with: (i) Customer’s breach of its representations and warranties in Section 8 including, without limitation, Customer’s failure to provide individuals with a Recording Notice and Customer’s failure to comply with the Telephone Consumer Protection Act or similar state laws; (ii) Customer’s or an Authorized User’s use of the Services or Documentation in a manner not authorized by this Agreement; (iii) Customer’s own products or services; or (iv) Customer’s breach of Section 3(1).
12. Terms Applicable to Apps
(1) App License. Subject to Customer's compliance with this Agreement, Workloom grants to Customer a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install the App on Customer's computers, mobile handsets, tablets, wearable devices, and/or other devices and to run the App solely for Customer's internal business purposes. Except as expressly permitted in this Agreement, Customer may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
(2) Additional Information: Apple App Store. This Section 12(2) applies to any App that Customer acquires from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, Customer may notify Apple, and Apple will refund the App purchase price to Customer (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by Customer or any third party relating to the App or Customer's possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that Customer's possession and use of the App infringe that third party's intellectual property rights. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon Customer's acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against Customer as a third-party beneficiary thereof. Customer represents and warrants that (i) it is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) it is not listed on any U.S. Government list of prohibited or restricted parties. Customer must also comply with any applicable third-party terms of service when using the App.
13. Privacy
(1) Privacy Notice. Workloom may process personal data in accordance with its Privacy Notice, available at https://useworkloom.com/legal/privacy/.
(2) CCPA Terms. To the extent that either party (the "Disclosing Party") provides or makes available "personal information" that is subject to the California Consumer Privacy Act (as amended) ("CCPA") to the other party (the "Receiving Party"), and such disclosure to the Receiving Party is considered a "sale" or a "share" under the CCPA, this Section 13(2) will also apply. The Disclosing Party sells or shares such personal information for the limited and specific purpose of the Receiving Party performing its obligations and exercising its rights under the Agreement (the "Permitted Purposes"). The Receiving Party shall: (i) only process such personal information for the Permitted Purposes; (ii) comply with its applicable obligations under the CCPA; (iii) provide the same level of protection as required under the CCPA; and (iv) notify the Disclosing Party if it can no longer meet its obligations under the CCPA. The Receiving Party will permit the Disclosing Party, upon reasonable request, to take reasonable and appropriate steps to ensure that the Receiving Party processes personal information that is subject to this Section 13(2) in a manner consistent with the obligations of a "business" under the CCPA by requesting that the Receiving Party attest to its compliance with this Section 13(b). Following any such request, the Receiving Party will promptly provide that attestation or notice about why it cannot provide it. If the Disclosing Party reasonably believes that the Receiving Party is engaged in unauthorized processing of personal information that is subject to this Section 13(b), the Disclosing Party will notify the Receiving Party of such belief, and the parties will work together in good faith to remediate the allegedly violative processing activities, if necessary.
(3) EU Standard Contractual Clauses. If personal data that originates in the European Economic Area, Switzerland, and/or the United Kingdom is transferred by the disclosing party to the receiving party in a country that has not been found to provide an adequate level of protection under applicable data protection laws, the parties agree that the transfer shall be governed by Module One’s obligations in the Annex to the Commission Implementing Decision (EU) 2021/914 of 4 June 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council (“Standard Contractual Clauses”) as supplemented by Exhibit A attached hereto, the terms of which are incorporated herein by reference. Each party’s execution or acceptance of the Agreement shall be considered a signature to the Standard Contractual Clauses to the extent that the Standard Contractual Clauses apply hereunder
(4) Terms Regarding Bulk Data Transfer Rules. For purposes of this Section 13(4), the terms “Country of Concern,” “Covered Person,” “Government-related Data,” “Prohibited Transaction,” “Restricted Transaction,” “U.S. Person,” and “U.S. Sensitive Personal Data” shall have the meanings ascribed to them in 28 C.F.R. § 202 (the “Bulk Data Transfer Rules”). “Covered Data” means Workloom Materials that are Government-related Data or U.S. Sensitive Personal Data.
Customer represents and warrants that Customer is not a Country of Concern or a Covered Person. Customer shall not transfer Covered Data to any Country of Concern or Covered Person or otherwise process Covered Data in a way that would constitute a Restricted Transaction or Prohibited Transaction if done by a U.S. Person. Customer shall not engage in any activity or conduct that would otherwise result in a violation of the Bulk Data Transfer Rules by Customer or Workloom (e.g., to purposefully evade, avoid, cause a violation of, or attempt to violate any of the prohibitions set forth in the Bulk Data Transfer Rules).
Customer shall promptly inform Workloom upon learning of any known or reasonably suspected breach of this Section 13(4) or the Bulk Data Transfer Rules, or if Customer is unable to comply with its obligations under this Section 13(4). In such case, Customer shall provide Workloom with all cooperation and assistance required for Workloom to comply with the Bulk Data Transfer Rules.
(5) Terms Regarding PADFAA. For purposes of this Section 13(5), the terms “Controlled by a Foreign Adversary,” and “Foreign Adversary Country” shall have the meanings ascribed to them in Protecting Americans’ Data from Foreign Adversaries Act of 2024.Customer represents and warrants that Customer is not a Foreign Adversary Country or an entity that is Controlled by a Foreign Adversary.
14. General
(1) Entire Agreement. This Agreement, including its exhibits, is the complete and exclusive agreement between the Parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. This Agreement may be amended or modified only by a written document executed by duly authorized representatives of the parties.
(2) Updates to the Agreement. Workloom may update the Agreement from time to time in its sole discretion. If Workloom updates the Agreement, Workloom will notify Customer by posting the updated Agreement on the Workloom website and Workloom may also send Customer other communications. If Customer continues to maintain an account or use the Services after Workloom has posted the updated Agreement, Customer accepts and agree to the changes. If Customer does not agree to be bound by the changes, Customer may not use the Services anymore.
(3) Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party's prior written consent. Any attempt to assign or transfer this Agreement without such consent will be void. Notwithstanding the foregoing, Workloom may assign or transfer this Agreement to a third party that succeeds to all or substantially all of Workloom's business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise. Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.
(4) Notices. All notices required to be sent hereunder will be in writing (email being sufficient) and will be deemed to have been given when sent by registered post or courier, with delivery confirmation, or sent by email, and if sent by email, on the date the email was sent without a bounce back message if sent during normal business hours of the receiving party, and on the next business day if sent after normal business hours of the receiving party.
If to Workloom:
Zaurion Ventures LLP, Pune, Maharashtra, India
If to Customer:
Workloom will email the email address registered as the account owner or admin for Customer's account
(5) Relationship of the Parties. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party will have the power to bind the other or to incur obligations on the other's behalf without such other Party's prior written consent.
(6) Waiver. Either Party's failure to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by the Party granting the waiver.
(7) Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the Parties, and the remaining provisions of this Agreement will remain in full force and effect.
(8) Export Regulation. Customer will comply with all applicable export, sanctions and foreign corruption laws and regulations, including those of India and the United States ("Trade Laws") to ensure that the Services are not: (i) exported or re-exported directly or indirectly in violation of Trade Laws; or (ii) used for any purposes prohibited by the Trade Laws.
(9) Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of India without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The Parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in Pune, Maharashtra, India and the Parties irrevocably consent to the personal jurisdiction and venue therein.