These Terms of Use constitute a legally binding agreement (this "Agreement") between you and Worknex, and our affiliated companies (hereinafter "we," "us," or "our") that govern your access to and use of our websites, including worknex.com, and our software-as-a-service business management platform, including all related applications, dashboards, and services (collectively, the "Platform" or the "Sites").
By accessing or using the Sites or the Platform, you are saying that you understand this Agreement and accept all its terms, including our Privacy Policy, which is part of this Agreement. If you don't agree, your option is not to access or use the Sites or the Platform.
If you access or use the Platform on behalf of a company, organization, or other legal entity (a "Customer"), you represent that you have the authority to bind that entity to this Agreement, in which case "you" and "your" refer to that entity.
Any paid subscription to the Platform, including fees, billing terms, and service levels, is additionally governed by the applicable order form, subscription agreement, or other written customer agreement you enter into with us (the "Customer Agreement") and, where applicable, our Data Processing Addendum. To the extent of any conflict between your Customer Agreement and this Agreement, your Customer Agreement controls with respect to that conflict.
The Sites and Platform are intended for use by businesses and their authorized personnel for lawful business purposes only, and are not directed to, or intended for use by, individuals under the age of 18.
1. Purpose of the Platform
Worknex provides an all-in-one business management platform, including without limitation customer relationship management (CRM), sales pipeline tracking, quotes and contracts with e-signature, job and project management, scheduling and dispatch, inventory and ordering, communications tools, HR and asset management, and dashboards and reporting (collectively, the "Services"). The Sites allow prospective and existing customers ("Users," "you," "your," or "yourself") to learn about, request a demo of, sign up for a free trial of, and access the Services.
2. Changes to this Agreement
We may revise and update this Agreement from time to time in our sole discretion. Changes are effective immediately when posted and apply to all access to and use of the Sites and Platform thereafter. For material changes, we will use reasonable efforts to notify Customers with an active subscription (such as by email or an in-app notice) before the changes take effect. Your continued use of the Sites or Platform following the posting of revised Terms means that you accept and agree to the changes.
3. Accounts, Free Trials, and Registration
To access most of the Platform's features, you must register for an account. You agree to provide accurate, current, and complete information during registration and to keep that information up to date. You are responsible for all activity that occurs under your account and for maintaining the confidentiality of your login credentials. You must notify us immediately of any unauthorized use of your account or any other breach of security.
We may offer free trials of the Platform. We may, in our sole discretion, establish trial eligibility, duration, and feature limits, and may modify or terminate a free trial, or any feature made available during a trial, at any time without liability to you, subject to applicable law.
4. Limited License Grant
Subject to the terms of this Agreement (and, for Customers, the applicable Customer Agreement), we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and the Sites for your own internal business purposes, strictly in accordance with this Agreement and any documentation we provide.
5. Reservation of Rights
You acknowledge and agree that the Platform and Sites are provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform or Sites under this Agreement, or any other rights other than the limited license granted above. We and our licensors and service providers reserve and retain all right, title, and interest in and to the Platform and Sites, including all copyrights, trademarks, patents, trade secrets, and other intellectual property rights, except as expressly granted to you in this Agreement.
6. Fees, Billing, and Cancellation
If you subscribe to a paid plan, the fees, billing frequency, payment terms, and any cancellation or refund policies applicable to your subscription will be set out in your order form, Customer Agreement, or the pricing information presented to you at checkout, which is incorporated into this Agreement. Unless we state otherwise, all fees are quoted in United States dollars and are exclusive of applicable taxes. Fees for recurring subscriptions may be charged automatically to your payment method on file until you cancel in accordance with your plan's terms.
7. Customer Data and Your Content
7.1. Customer Data. As part of using the Platform, you and your authorized users may submit, upload, or store data relating to your own customers, contacts, jobs, quotes, schedules, inventory, employees, and business operations ("Customer Data"). As between you and us, you retain all right, title, and interest in and to your Customer Data. We will process Customer Data on your behalf and in accordance with your instructions, this Agreement, our Privacy Policy, and, where applicable, a separate Data Processing Addendum, solely to provide, maintain, support, and improve the Platform, and as otherwise permitted by this Agreement or required by law.
7.2. Your Information. "Your Information" means any information you provide, publish, or post to or through the Sites outside of the Platform itself (for example, in a demo request, contact form, testimonial, or account registration). Our collection and use of personal information in connection with the Sites and Platform is described in our Privacy Policy, which is part of this Agreement. You agree that we may rely on Your Information as accurate, current, and complete.
7.3. License for Site Content. To the extent you submit testimonials, reviews, or similar content that you consent to have published on our Sites for marketing purposes, you grant us a non-exclusive, worldwide, royalty-free license to use, reproduce, and display that content in connection with promoting the Platform, until you ask us to remove it.
8. Our Communications with You
By using the Sites or Platform, you agree to receive communications from us, including via email and, where you have provided a phone number and consented, calls or text messages, subject to our Privacy Policy. Communications may include operational messages about your account or use of the Platform, security or service notices, product updates, and, where you have not opted out, marketing communications about our products, features, or promotions. You may opt out of marketing communications at any time using the unsubscribe link in the applicable message or by contacting us as described below; you may not opt out of essential operational or transactional communications relating to your account or subscription.
9. Prohibited Uses
You may use the Sites and Platform only for lawful purposes and in accordance with this Agreement. You agree that you will not:
- violate any applicable federal, state, local, or international law or regulation;
- use the Platform to store, transmit, or process any content that is unlawful, defamatory, fraudulent, obscene, threatening, or that infringes any third party's intellectual property or privacy rights;
- impersonate any individual or entity, or misrepresent your affiliation with any individual or entity;
- upload or transmit any viruses, malware, or other code intended to disrupt, damage, or gain unauthorized access to any system;
- attempt to gain unauthorized access to the Platform, other Users' accounts, or any related systems, servers, or networks;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform, except to the extent such restriction is prohibited by applicable law;
- use any robot, spider, scraper, or other automated means to access the Platform, except through interfaces or APIs we expressly provide for that purpose;
- rent, lease, resell, sublicense, or otherwise make the Platform available to any third party not authorized under your account, except as expressly permitted by your Customer Agreement;
- use the Platform to send unsolicited bulk communications ("spam") in violation of applicable law;
- interfere with or disrupt the integrity or performance of the Platform or the data it contains; or
- cause or assist any other person to do any of the foregoing.
We reserve the right to suspend or terminate access to the Platform for any account we reasonably believe violates this section.
10. Third-Party Integrations and Links
The Platform may allow you to connect to, or may contain links to, third-party services, integrations, or websites (for example, payment processors, communication tools, or other business applications). We do not control and are not responsible for the content, availability, security, or practices of any third-party service, and your use of any such service is subject to that third party's own terms and privacy policy. You access third-party services linked to or integrated with the Platform at your own risk.
11. Changes and Updates to the Platform
We may, from time to time and in our sole discretion, develop and provide updates to the Platform, including new features, improvements, bug fixes, and security patches ("Updates"). We may also modify, suspend, or discontinue any feature or functionality of the Platform. We will use reasonable efforts to provide advance notice of any change that materially reduces the core functionality of a paid subscription, except where immediate action is required for security, legal, or operational reasons.
12. Disclaimer of Warranties
TO THE FULLEST EXTENT PERMITTED BY LAW, YOUR USE OF THE SITES AND PLATFORM IS AT YOUR OWN RISK. THE SITES AND PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANYONE ASSOCIATED WITH US MAKES ANY WARRANTY OR REPRESENTATION AS TO THE COMPLETENESS, SECURITY, RELIABILITY, ACCURACY, OR AVAILABILITY OF THE SITES OR PLATFORM, OR THAT THEY WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THIS SECTION DOES NOT AFFECT ANY WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, AND ANY SERVICE-LEVEL COMMITMENTS EXPRESSLY SET OUT IN A CUSTOMER AGREEMENT WILL CONTROL OVER THIS SECTION FOR PAID SUBSCRIBERS.
13. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SITES OR PLATFORM, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (USD $100), OR (B) THE FEES YOU PAID TO US FOR THE PLATFORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, AND DOES NOT LIMIT ANY LIABILITY CAP EXPRESSLY AGREED IN A CUSTOMER AGREEMENT, WHICH WILL CONTROL FOR PAID SUBSCRIBERS TO THE EXTENT OF ANY CONFLICT.
14. Indemnification
You agree to defend, indemnify, and hold harmless us, our affiliates, and our respective officers, directors, employees, contractors, agents, licensors, and suppliers from and against any claims, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your violation of this Agreement, (b) your use of the Platform or Sites, or (c) Customer Data you submit to the Platform, except to the extent caused by our breach of this Agreement or violation of applicable law.
15. Term and Termination
This Agreement remains in effect for as long as you access or use the Sites or Platform. You may terminate this Agreement at any time by ceasing to use the Sites and Platform and closing your account. We may suspend or terminate your access to the Platform at any time, with or without cause, subject to any notice period set out in your Customer Agreement. Upon termination, your right to use the Platform ends immediately, but the sections of this Agreement that by their nature should survive (including Reservation of Rights, Fees, Customer Data, Prohibited Uses, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law, and this sentence) will survive.
16. Geographic Scope
We are based in the State of Connecticut, United States. We make no representation that the Sites or Platform are appropriate, legal, or available for use in every jurisdiction. If you access the Sites or Platform from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.
17. Governing Law and Jurisdiction
This Agreement and any dispute or claim arising out of or relating to it (including non-contractual disputes) will be governed by the laws of the State of Connecticut, without regard to its conflict-of-law principles. Any legal action arising out of or relating to this Agreement or the Sites will be brought exclusively in the U.S. District Court for the District of Connecticut or the courts of the State of Connecticut, and you consent to the personal jurisdiction and venue of those courts.
18. Waiver and Severability
Our failure to enforce any provision of this Agreement will not be deemed a waiver of that or any other provision. If any provision of this Agreement is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
19. Entire Agreement
This Agreement, our Privacy Policy, and any Customer Agreement or Data Processing Addendum referenced herein constitute the entire agreement between you and us regarding the Sites and Platform, and supersede all prior or contemporaneous understandings and agreements, whether written or oral, regarding that subject matter. In the event of a conflict between this Agreement and a Customer Agreement, the Customer Agreement will control as to that conflict.
20. Contact Us
The Sites and Platform are operated by Worknex. If you have questions or concerns about this Agreement, please contact us at:
Worknex
29 Northridge Drive
North Windham, CT 06256
Email: support@worknex.com
Phone: (860) 400 0758