THIS MAIN SERVICES AGREEMENT GOVERNS CUSTOMER’S ACQUISITION, USE AND RECEIPT OF MYWORK SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
IF CUSTOMER REGISTERS FOR A FREE TRIAL OF MYWORK SAAS SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.
BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM OR STATEMENT OF WORK (“SOW”) THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
The SaaS Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
myWork’s direct competitors are prohibited from accessing or receiving the Services, except with myWork’s prior written consent.
This Agreement was last updated on September 30, 2026. It is effective between Customer and myWork as of the date of Customer’s accepting this Agreement (the “Effective Date”).
1. DEFINITIONS
“Active Location” means a Customer facility for which Services are available with at least one Service Contractor relationship with an “open date” that is blank or occurs prior to the applicable monthly billing date, solely as designated and updated by Customer in the Customer Data.
“Active Technician” means a Customer Technician for which the Services are available that is entered as Customer Data.
“Actual Units” means the actual number of units of a Service that Customer uses, including without limitation, Active Locations and Active Technicians.
“Affiliate” means any entity that directly or indirectly controls, is controlled by or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity for so long as such control continues to exist.
“Agreement” means this Main Services Agreement, along with any applicable Order Forms and any exhibit, amendment, or addendum to any of the foregoing. This Agreement includes each SOW expressly entered into under this Agreement and each Change Order signed in accordance with the “Change Orders” section.
“AI Model” means a physical, mathematical or otherwise logical representation of an AI System.
“AI Output” means any output produced by an AI System, including predictions, content, recommendations, or decisions that can influence physical or virtual environments.
“AI System” means a machine-based system that is designed to operate with varying levels of autonomy and that may exhibit adaptiveness after deployment, and that, for explicit or implicit objectives, infers, from the input it receives, how to generate AI Outputs. For the avoidance of doubt, an AI System excludes systems based on linear or logistic regression methods, fixed human-programmed rules, statistical methods used for descriptive analysis and visualization, and systems based on classical heuristics.
“Beta Services” means services or functionality that may be made available to Customer to try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
“Change Order” means an amendment to an SOW or Order Form, as applicable, as described in the “Change Orders” section below. Change Orders will be deemed incorporated by reference in the applicable SOW or Order Form, as applicable in the absence of an SOW.
“Contracted Units” mean the units of a Service that Customer orders as set forth on the Order Form, including, but not limited to, the number of Customer Locations and Customer Technicians.
“Customer” means in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms or SOWs.
“Customer Content” means all materials, including without limitation information, data, text, graphics, or materials generated in any form or media, provided by Customer or its authorized Service Contractors to myWork for use or posting on or in connection with the Services relating to the fulfillment of the commercial relationship between Customer and its Service Contractors together with related performance data and billing information.
“Customer Data” means Customer Content and other electronic data and information submitted by or for Customer to the Services or collected and processed by or for Customer using the Services, excluding myWork Content and Non-myWork Applications.
“Customer Location” means a Customer facility.
“Customer Technician” means a Customer employee that maintains and repairs facilities, equipment and property of Customer at Customer Locations or performs related services thereat.
“Deidentified Data” means data submitted to or collected or generated by myWork or its Affiliates in connection with Customer’s use of the Service, but only in a deidentified or anonymized form that is not linked specifically to Customer.
“Deliverable” means any output of the Professional Services that is identified as a Deliverable under an SOW or Order Form.
“Documentation” means the applicable Service’s Trust and Compliance documentation and its usage guides, policies, help and training materials as updated from time to time, accessible online or by logging in to the applicable Service.
“Free Services” means Services that myWork makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Purchased Services. A Service or Deliverable included in a paid engagement is not a Free Service solely because its fee is bundled, discounted or waived, unless the applicable Order Form or SOW expressly designates that item as a Free Service.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Managed Services” means ongoing management, administration, monitoring, maintenance, support or coordination services performed by myWork for Customer, as specified in an applicable Order Form or SOW. Managed Services may relate to Customer’s applications, systems, data, business processes, facilities or service provider relationships.
“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the SaaS Services.
“myWork” means the myWork company described in the “myWork Contracting Entity, Notices, Governing Law, and Venue” section below.
“myWork Content” means materials, including but not limited to any computer software (in object code and source code form), data or information (including data and information about Service Contractors), know-how, methodologies, equipment or processes developed or provided by myWork under this Agreement, or used on, to, in connection with or to create or operate the Services or any part thereof, including without limitation all copyrights, trademarks, patents and trade secrets and any other proprietary rights therein, excluding Customer Content. The inclusion of materials within this definition does not transfer ownership of Customer’s pre-existing materials or Customer Data to myWork, or determine ownership of AI Output. Rights in Deliverables are governed by the “Deliverables and Development Rights” section below.
“Non-myWork Application” means Web-based, mobile, offline or other software functionality that interoperates with a SaaS Service, that is provided by Customer or a third party and/or listed on a Marketplace or under similar designation. Non-myWork Applications, other than those obtained or provided by Customer, will be identifiable as such.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer and myWork or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
“Professional Services” means consulting, implementation, configuration, data migration, integration, development or advisory work performed by myWork, its Affiliates, or its or their respective permitted subcontractors under an SOW or Order Form, including the provision of any Deliverables specified in such SOW or Order Form. Professional Services exclude SaaS Services and Managed Services.
“Professional Services Security, Privacy and Architecture Documentation” means the Security, Privacy and Architecture Documentation applicable to the Professional Services purchased by Customer, as updated from time to time, and accessible online, or as otherwise made reasonably available by myWork.
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form, SOW or online purchasing portal, as distinguished from Free Services or those provided pursuant to a free trial.
“Reactive Work Order” means a Work Order for services to repair equipment, structure or other asset that has malfunctioned, been damaged or is otherwise in need of repair, in order to restore it to its normal operating condition.
“SaaS Services” means myWork’s Software as a Service platform and related services, including myWork Enterprise. SaaS Services include their associated offline and mobile components described in the Documentation, but exclude work separately ordered as Managed Services or Professional Services.
“Scheduled Work Order” means a Work Order for maintenance tasks that are assigned to a service provider with a given timeframe, and can include, without limitation, inspections, adjustments, regular service or planned shutdowns.
“Services” means the products and services that are ordered by Customer and specified on an Order Form or SOW, purchased through an online purchasing portal, or provided by myWork as Free Services or under a free trial, and may include access to websites, implementation services, customer service, support and maintenance and includes SaaS Services, Managed Services and Professional Services. Services exclude Non-myWork Applications and materials or services supplied independently by Service Contractors; this exclusion does not relieve myWork of its own obligations under this Agreement.
“Service Contractors” means third parties that provide materials or services to Customer and/or maintain and repair facilities, equipment and property of Customer at Customer Locations or perform related services thereat. For clarity, Service Contractors include providers introduced or coordinated by myWork.
“SOW” means a statement of work describing Managed Services or Professional Services to be provided hereunder, that is entered into between Customer and myWork or any myWork Affiliates or which is incorporated into an Order Form that is entered into between Customer and myWork or any myWork Affiliates. A myWork Affiliate that executes an SOW with Customer will be deemed to be “myWork” as such term is used in this Agreement. SOWs or Order Forms will be deemed incorporated herein by reference.
“User” means an individual who is authorized by Customer to access a SaaS Service, including with respect to an applicable Customer Technician or Customer Location or for Customer’s central administration, for whom Customer has purchased or otherwise been granted access to that SaaS Service, and to whom Customer (or myWork at Customer’s request) has supplied a user identification and password, where required. Users may include, for example, Customer’s employees, consultants, contractors and agents and third parties with which Customer transacts business.
“Work Order” means a work order submitted to the Services by Customer and includes Reactive Work Orders and Scheduled Work Orders.
2. MYWORK RESPONSIBILITIES
2.1 Provision of Purchased Services. myWork will (a) make the SaaS Services available to Customer pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide applicable myWork standard support for the purchased SaaS Services to Customer at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online purchased SaaS Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which myWork shall give advance electronic notice), and (ii) any unavailability caused by circumstances beyond myWork’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving myWork employees), Internet service provider failure or delay, Non-myWork Application, or denial of service attack, and (d) provide the SaaS Services in accordance with laws and government regulations applicable to myWork’s provision of its SaaS Services to its customers generally (i.e., without regard for Customer’s particular use of the SaaS Services), and subject to Customer’s and Users’ use of the SaaS Services in accordance with this Agreement, the Documentation and the applicable Order Form. myWork will perform the Professional Services and Managed Services expressly ordered under the applicable Order Form or SOW in accordance with this Agreement and the applicable service-specific terms. myWork will comply with laws applicable to its performance of those Services generally, subject to Customer’s obligations under this Agreement.
2.2 Protection of Customer Data. myWork will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Users). The terms of the data processing addendum at https://www.mywork.one/company/legal/ (“DPA”) posted as of the Effective Date are hereby incorporated by reference. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement or an applicable Order Form or SOW, myWork will make the Customer Data associated with the terminated or expired Services available to Customer for export or download as provided in the Documentation. After such 30-day period, myWork will have no obligation to maintain or provide that Customer Data and, as provided in the Documentation, will thereafter delete or destroy all copies in its systems or otherwise in its possession or control, unless legally prohibited or that Customer Data remains necessary to provide Services that continue under this Agreement.
2.3 myWork Personnel. myWork will be responsible for the performance of its personnel (including its employees and contractors) and their compliance with myWork’s obligations under this Agreement, except as otherwise specified in this Agreement.
2.4 Application of Service Terms. Subscription, platform-availability and platform-use provisions apply to SaaS Services. Access and security obligations also apply when personnel access Customer systems to perform Managed Services or Professional Services. Managed Services and Professional Services remain subject to this Agreement’s general terms and their applicable service-specific terms. A service-specific commitment must be stated in the applicable Order Form, SOW or schedule.
2.5 Beta Services. From time to time, myWork may make Beta Services available to Customer at no charge. Customer may choose to try such Beta Services or not in its sole discretion. Any use of Beta Services is subject to the Beta Services terms at https://www.mywork.one/company/legal/.
2.6 AI Features. The Services may comprise or include artificial intelligence (“AI”) features or functionality. myWork is committed to the responsible development of AI in the Services as further described in the Documentation at https://www.mywork.one/company/legal/. Processing of Customer Data by Services that include AI features or functionality will only be in accordance with Customer’s documented instructions.
2.7 Free Trial. If Customer registers on myWork’s or an Affiliate’s website for a free trial, myWork will make the applicable SaaS Service(s) available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which Customer registered to use the applicable SaaS Service(s), or (b) the start date of any Purchased Service subscriptions ordered by Customer for such SaaS Service(s), or (c) termination by myWork in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
ANY DATA CUSTOMER ENTERS INTO THE SAAS SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SAAS SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SAAS SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES APPLICABLE UPGRADED SAAS SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SAAS SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL EDITION); THEREFORE, IF CUSTOMER PURCHASES A SAAS SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT CUSTOMER DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY MYWORK” SECTION BELOW, DURING THE FREE TRIAL THE SAAS SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND MYWORK SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SAAS SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE MYWORK’S LIABILITY WITH RESPECT TO THE SAAS SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, MYWORK AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SAAS SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SAAS SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO MYWORK AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SAAS SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
CUSTOMER SHALL REVIEW THE APPLICABLE SAAS SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SAAS SERVICES BEFORE MAKING A PURCHASE.
2.8 Free Services. myWork may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation. Usage over these limits requires Customer’s purchase of additional resources or services. Customer agrees that myWork, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that myWork will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if myWork terminates Customer’s account, except as required by law myWork will provide Customer a reasonable opportunity to retrieve its Customer Data.
NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY MYWORK” SECTION BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND MYWORK SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE MYWORK’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, MYWORK AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO MYWORK AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
2.9 Change Orders. Changes to a SOW or Order Form will require a written Change Order signed by the parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work and any corresponding changes to the estimated fees and schedule. An extension of performance dates under the “Customer Dependencies and Delays” section does not require a Change Order and does not, by itself, authorize additional charges.
For purposes of this Agreement, references to an SOW or Order Form include that document as amended by a Change Order signed in accordance with this section. This applies to the description and delivery of Services and Deliverables, fees and invoicing, confidentiality, and term and termination. A Change Order must identify the SOW or Order Form being amended and the changes agreed by the parties. Except as expressly amended in accordance with the “Entire Agreement and Order of Precedence” section, the applicable SOW or Order Form remains unchanged. A change to a field-service Work Order is not, by itself, a Change Order under this Agreement.
2.10 Professional Services Scope. myWork will provide to Customer the Professional Services specified in each SOW or Order Form (as applicable), subject to Customer’s payment of all applicable fees as set forth in the “Fees” section of this Agreement.
2.11 Professional Services and Subscriptions. Purchasing Professional Services does not, by itself, grant or extend a SaaS subscription or third-party license. The Professional Services provisions of this Agreement apply only to Professional Services. Managed Services are not Professional Services merely because they are described in the same SOW.
2.12 Professional Services Scope Documents. The applicable SOW or Order Form will describe the Professional Services, Deliverables, scope exclusions, assumptions, Customer dependencies, responsibilities, estimated or committed milestones, fees, invoicing schedule and any approved expenses. Any source-code delivery, transfer of intellectual property ownership, acceptance process, or post-delivery support or maintenance commitment must be stated expressly. myWork is not required to perform additional scope without a signed Change Order.
2.13 Customer Cooperation for Professional Services. Customer will cooperate reasonably and in good faith with myWork in its performance of Professional Services by, without limitation: (a) Resources. Assigning an internal project manager as primary point of contact for each project and allocating sufficient resources to perform its obligations under each SOW or Order Form; (b) Actions. i) Promptly responding to myWork inquiries and providing Customer deliverables including accurate information, data, and feedback as necessary for the project, ii) actively participating in scheduled meetings and performing other obligations required under each SOW or Order Form, and iii) to the extent necessary for the applicable project, providing appropriate administrative access to Customer’s SaaS Services account; (c) Facilities and Equipment. To the extent necessary for the applicable project, providing at no charge to myWork, office workspace and access to other facilities, and suitably configured computer equipment with Internet access.
2.14 Customer Dependencies and Delays. If myWork is unable to perform the Professional Services due to a Customer delay, including failure to comply with the “Customer Cooperation for Professional Services” section above, Customer may be responsible for additional resource fees. myWork will promptly notify Customer of the delay and its reasonably anticipated effect on performance, fees, and schedule. Any charges resulting from the delay will apply only to the extent expressly authorized by the applicable SOW or Order Form or a signed Change Order. Charges already expressly authorized do not require a separate Change Order. Additional billable work or costs not already authorized require a Change Order signed by both parties before that work is performed or those costs are incurred. The affected performance dates will be extended to the extent reasonably necessary to account for the Customer delay and its resulting impact on performance. This extension does not require a signed Change Order and does not, by itself, authorize additional charges. myWork will use commercially reasonable efforts to mitigate the effect of the delay and will promptly provide Customer with an updated schedule. Customer will obtain the permissions and third-party access necessary for its agreed project responsibilities. myWork is not responsible for delay to the extent caused by Customer’s failure to meet those responsibilities.
2.15 Delivery of Professional Services. myWork will provide the Professional Services, including any Deliverables, in accordance with the Agreement and the applicable SOWs or Order Forms.
2.16 Deliverable Acceptance. Where acceptance testing is required, the SOW or Order Form will state the objective criteria, test environment, review period, rejection process, and cure and retest procedure. Customer must identify any claimed material nonconformity against those criteria with reasonable detail. New functionality or a changed requirement is subject to a Change Order and is not a defect merely because it is requested during review. No period after which a Deliverable is deemed accepted, or payment milestone conditioned on acceptance, applies unless expressly agreed in the SOW or Order Form. The Managed Services and Professional Services Warranty remains applicable independently of an acceptance process.
2.17 Professional Services Customer Information. The “Protection of Customer Data” and “Confidentiality” sections apply to information accessed or processed in performing Professional Services, including authorized project, development and test environments. Any additional Professional Services Security, Privacy and Architecture Documentation applicable to the engagement must be identified by title and version or date in the SOW or Order Form and made available to Customer. Such documentation does not incorporate Salesforce’s commitments as obligations of myWork unless expressly agreed. Project copies of Customer Data remain subject to the Agreement’s applicable data protection, return and deletion provisions.
2.18 Post Delivery Services. Support, maintenance, enhancements, and compatibility work for Deliverables after delivery are included only to the extent expressly provided in the applicable SOW, Order Form, or support terms incorporated into either document. This section does not limit myWork’s obligations under the Managed Services and Professional Services Warranty or support included with Customer’s SaaS Services or purchased support plan. Additional work on Deliverables required because of changes to Customer systems or third-party products after the agreed requirements were established is subject to the “Change Orders” section, unless that work is already included in myWork’s agreed obligations. Such changes do not, by themselves, authorize additional charges.
3. USE OF SERVICES
3.1 Subscriptions. Unless otherwise provided in the applicable Order Form or Documentation, (a) SaaS Services are purchased as subscriptions for the term stated in the applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for SaaS Services may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by myWork regarding future functionality or features. The preceding sentence does not excuse delivery of Deliverables expressly committed to in an SOW or Order Form. Managed Services and Professional Services are not subject to the subscription purchase, addition or co-termination rules of this section unless the applicable Order Form expressly applies those rules to identified Services.
3.2 Usage Limits. SaaS Services are subject to usage limits specified in Order Forms and Documentation. If Customer exceeds a contractual usage limit, myWork may work with Customer to seek to reduce Customer’s usage so that it conforms to that limit. If, notwithstanding myWork’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable SaaS Services promptly upon myWork’s request, and/or pay any invoice for excess usage in accordance with the “Invoicing and Payment” section below. Where the applicable Order Form expressly selects unit-based pricing, it must identify the unit type, Contracted Units, unit rate, measurement date or period, billing frequency, and treatment of additions, deactivations and excess Actual Units. Customer will maintain accurate and current location and technician records used for that measurement. Only the minimums and excess-unit charging rules expressly stated in the Order Form apply; the definitions of Actual Units and Contracted Units do not independently create a charging formula. Unit-based pricing does not expand or replace applicable user-license restrictions.
3.3 Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms, (b) be responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-myWork Applications with which Customer uses Services, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify myWork promptly of any such unauthorized access or use, (d) use Services only in accordance with this Agreement, Documentation, the Acceptable Use and External Facing Services Policy and the Artificial Intelligence Acceptable Use Policy both available at https://www.mywork.one/company/legal/, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-myWork Applications with which Customer uses Services. Any use of the Services in breach of the foregoing by Customer or Users that in myWork’s judgment threatens the security, integrity or availability of myWork’s services may result in myWork’s immediate suspension of the Services; however, myWork will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension. Each User must access the SaaS Services using the individual credentials assigned to that User, where authentication is required. Customer will not permit Users to share those credentials with another individual or permit multiple individuals to use the same individual User account.
3.4 Usage Restrictions. Customer will not (a) make any SaaS Service available to anyone other than Customer or Users, or use any SaaS Service for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, rent or lease any SaaS Service or include any SaaS Service in a service bureau or outsourcing offering, (c) use a SaaS Service or Non-myWork Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a SaaS Service or Non-myWork Application to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any SaaS Service or third-party data contained therein, (f) attempt to gain unauthorized access to any SaaS Service or its related systems or networks, (g) permit direct or indirect access to or use of any SaaS Services in a way that circumvents a contractual usage limit, or use any SaaS Services to access, copy or use any of myWork’s intellectual property except as permitted under this Agreement, an Order Form, or the Documentation, (h) modify, copy, or create derivative works of a SaaS Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any SaaS Service, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (j) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a SaaS Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the SaaS Service, (3) copy any ideas, features, functions or graphics of the SaaS Service, or (4) determine whether the SaaS Services are within the scope of any patent. The restriction on modifying a SaaS Service does not prohibit modification of a Deliverable to the extent expressly permitted under the “Deliverables and Development Rights” section, but no such permission extends to underlying Salesforce or other third-party software except as its applicable license permits.
3.5 Removal of Non-myWork Applications. If Customer receives notice, including from myWork, that a Non-myWork Application may no longer be used or must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take the required action, in accordance with the above, or if in myWork’s judgment continued violation is likely to reoccur, myWork may disable the applicable SaaS Service and/or Non-myWork Application. If requested by myWork, Customer shall confirm its deletion and discontinuance in writing and myWork shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable.
4. NON-MYWORK PRODUCTS AND SERVICES
4.1 Non-myWork Products and Services. myWork or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-myWork Applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-myWork provider, product or service is solely between Customer and the applicable Non-myWork provider. myWork is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-myWork Application or its provider. myWork does not warrant or support Non-myWork Applications or other non-myWork products or services, whether or not they are designated by myWork as “certified” or otherwise authorized, unless expressly provided otherwise in an Order Form.
4.2 Customer and Service Contractors. Customer contracts with and pays Service Contractors directly. myWork does not undertake their payment obligations or act as the purchaser of their work. This allocation does not excuse myWork from performing its own obligations under this Agreement. Customer authorizes myWork to provide its designated Service Contractors access to Customer Data reasonably necessary for the coordination or performance of Customer-authorized work, subject to applicable access controls and data-protection obligations. Customer is responsible for its agreements, approvals and payment obligations with Service Contractors. myWork is not authorized to bind Customer to a separate provider agreement or approve expenditure beyond Customer’s written authorization. Service Contractors performing work for Customer are distinct from subcontractors myWork engages to perform myWork’s own Services; the “myWork Personnel” provision continues to apply to the latter.
4.3 Managed Services and Customer Cooperation. myWork will perform only the Managed Services ordered. Customer will supply the information, records, access and contacts necessary for myWork to perform those Services and will provide reasonably prompt decisions and approvals. The applicable Order Form or SOW will identify the parties’ responsibilities and, as applicable, authorized contacts, approval limits, escalation procedures and any verification requirements for Service Contractor compliance. Customer will promptly decide requests exceeding its approval limits. Coordination does not authorize spending beyond Customer’s written instructions. myWork does not undertake an independent inspection or certification of a Service Contractor’s work unless expressly included in the ordered Services. This limitation does not excuse myWork’s expressly agreed coordination, reporting or verification obligations.
4.4 Integration with Non-myWork Applications. The SaaS Services may contain features designed to interoperate with Non-myWork Applications. myWork cannot guarantee the continued availability of such Non-myWork Applications, and may cease providing the features designed to interoperate with them without entitling Customer to any refund, credit, or other compensation, in the event a Non-myWork Application no longer interoperates with the corresponding SaaS Service features in a manner acceptable to myWork or is no longer available.
5. FEES AND PAYMENT
5.1 Fees. Customer will pay all fees specified in Order Forms. For SaaS Services subscriptions, except as otherwise specified herein or in an Order Form, (i) fees are based on Services subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term. Fees for Managed Services and Professional Services are specified in the applicable SOW or Order Form and are governed by this Agreement. Termination or modification of an SOW does not, by itself, cancel or reduce a subscription commitment. Fees, rates and payment milestones expressly changed in a signed Change Order will apply as stated in that Change Order, subject to the “Entire Agreement and Order of Precedence” section.
5.2 Professional Services Fees. Customer will pay myWork for the Professional Services at the rates specified in the applicable SOW or Order Form. Professional Services are provided on either a time-and-materials or fixed fee basis, as provided in an SOW or Order Form. Any amount set forth in a time-and-materials SOW is solely a good-faith estimate for Customer’s budgeting and myWork’s resource-scheduling purposes, and is not a guarantee that the work will be completed for that amount; the actual amount may be higher or lower. If the estimated amount is expended, myWork will continue to provide Professional Services under the same rates and terms, subject to any maximum fee or not-to-exceed limit expressly agreed in the applicable SOW or Order Form. myWork will periodically update Customer on the status of the Professional Services and the fees accrued under SOWs or Order Forms. A Change Order signed by both parties is required before exceeding such maximum fee or not-to-exceed limit or changing the agreed scope or rates.
5.3 Incidental Expenses. Customer will reimburse myWork for reasonable travel and out-of-pocket expenses incurred in connection with Professional Services. If an estimate of incidental expenses is provided in the applicable SOW or Order Form, myWork will not exceed such estimate without the written consent of Customer. Customer’s written consent under this section is sufficient solely to authorize expenses exceeding the stated estimate and does not authorize changes to the scope of Services, rates, or other terms requiring a Change Order.
5.4 Invoicing and Payment. Customer will provide myWork with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to myWork. If Customer provides credit card information to myWork, Customer authorizes myWork to charge such credit card for all purchased SaaS Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, myWork will invoice Customer for SaaS Services subscriptions in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the applicable Order Form or SOW, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to myWork and notifying myWork of any changes to such information. Billing for Managed Services will follow the applicable Order Form or SOW. Charges for Professional Services sold on a SOW will be invoiced monthly in arrears unless otherwise expressly stated in the applicable SOW. Charges for Professional Services sold on an Order Form without an SOW will be invoiced in advance in the manner provided in the Order Form, unless otherwise expressly stated therein. Professional Services invoicing does not change subscription billing solely because both appear on the same Order Form. Any change to the agreed invoicing schedule, billing milestones, or payment due dates must be expressly stated in a Change Order signed by both parties; otherwise, the existing terms continue to apply.
5.5 Overdue Charges. Subject to the “Payment Disputes” section below, if any invoiced amount is not received by myWork by the due date, then without limiting myWork’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) myWork may condition future subscription renewals, Order Forms, and SOWs on payment terms shorter than those specified in the “Invoicing and Payment” section above.
5.6 Suspension of Service and Acceleration. Subject to the “Payment Disputes” section below, if any charge owing by Customer under this or any other agreement for services is 30 days or more overdue (or 10 or more days overdue in the case of amounts Customer has authorized myWork to charge to Customer’s credit card), myWork may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for customers paying by credit card or direct debit whose payment has been declined, myWork will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Manner of Giving Notice” section below for billing notices, before suspending services to Customer. For Managed Services and Professional Services, acceleration applies only to amounts contractually committed and payable under the applicable Order Form, SOW and service-specific terms, and does not create a right to charge for unperformed, uncommitted time-and-materials work. Any suspension will be limited to the Services identified in the suspension notice, subject to the notice exceptions stated above.
5.7 Payment Disputes. myWork will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute. Customer will pay all undisputed amounts in accordance with the applicable payment terms.
5.8 Taxes. myWork's fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If myWork has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, myWork will invoice Customer and Customer will pay that amount unless Customer provides myWork with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, myWork is solely responsible for taxes assessable against it based on its income, property, and employees.
6. PROPRIETARY RIGHTS AND LICENSES
6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, myWork, its Affiliates, and its licensors reserve all of their right, title, and interest in and to the SaaS Services, including all of their related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein. Subject to Customer’s retained rights and the “Deliverables and Development Rights” section, myWork also retains its rights in myWork Content, including its pre-existing and reusable software, tools, methodologies, and improvements. Customer retains ownership of its pre-existing materials and Customer Data.
6.2 License by Customer to myWork. Customer grants myWork, its Affiliates, and applicable contractors a worldwide, limited-term license to host, copy, use, transmit, and display any Non-myWork Applications and program code created by or for Customer using a SaaS Service or for use by Customer with the SaaS Services, and Customer Data, each as reasonably necessary for myWork to perform the Services and ensure proper operation of the SaaS Services and associated systems in accordance with this Agreement. For Professional Services and Managed Services, Customer also grants myWork, its Affiliates and applicable contractors a license, for the duration of those Services, to access, use, host, copy and modify applications, systems and program code provided by Customer, solely as reasonably necessary to perform the work specified in the applicable Order Form or SOW and to the extent Customer is authorized to grant those rights. If Customer chooses to use a Non-myWork Application with a SaaS Service, Customer grants myWork permission to allow the Non-myWork Application and its provider to access Customer Data and information about Customer’s usage of the Non-myWork Application as appropriate for the interoperation of that Non-myWork Application with the SaaS Service. Subject to the limited licenses granted herein, myWork acquires no right, title, or interest from Customer or its licensors under this Agreement in or to any Customer Data, Non-myWork Application, or such program code, except that ownership and permitted use of code developed by myWork as a Deliverable are governed by the “Deliverables and Development Rights” section.
6.3 Deliverables and Development Rights. Unless a signed SOW expressly provides otherwise, myWork retains ownership of the Deliverables it develops, excluding Customer’s pre-existing materials and Customer Data. Upon payment of the fees due for the applicable Deliverable, myWork grants Customer a worldwide, perpetual, non-exclusive, royalty-free license to use, copy and maintain that Deliverable for Customer’s and its Affiliates’ internal business purposes. Customer may modify source code for a Deliverable only to the extent that source code is expressly provided for delivery under a signed SOW. Any such modification is limited to Customer’s and its Affiliates’ internal business purposes permitted under this Agreement. No obligation to deliver source code is implied. This permission does not grant rights to modify the underlying myWork platform, Salesforce software, or other third-party components beyond their applicable license terms. Customer may permit its service providers to exercise Customer’s rights in the Deliverables solely on Customer’s behalf, provided those service providers are bound by confidentiality and use restrictions at least as protective as those in this Agreement. The license may be assigned only as permitted under the “Assignment” section. No work made for hire treatment or transfer of ownership of a Deliverable is implied. Any such arrangement must be expressly stated in a signed SOW. No license to a Deliverable grants continued access to SaaS Services after the applicable subscription expires or is terminated, or grants rights in third-party software or open-source components beyond their applicable license terms. myWork will identify material third-party components supplied as part of a Deliverable and provide the applicable license terms or a reference to those terms in the SOW or accompanying delivery documentation.
6.4 License by Customer to Use Feedback. Customer grants to myWork and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use, distribute, disclose, and make and incorporate into its services any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Users relating to the operation of myWork’s or its Affiliates’ services.
6.5 Federal Government End Use Provisions. myWork provides the SaaS Services, including related software and technology, for ultimate federal government end use in accordance with the following: The SaaS Services consist of “commercial items,” as defined at FAR 2.101. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the SaaS Services shall be as provided in this Agreement, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to this Agreement specifically granting those rights.
7. CONFIDENTIALITY
7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Customer includes Customer Data; Confidential Information of myWork includes the Services, and the terms and conditions of this Agreement and all Order Forms (including pricing); and Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section apply to Confidential Information exchanged between the parties in connection with the evaluation of additional myWork services.
7.2 Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, myWork may disclose the terms of this Agreement and any applicable Order Form to a contractor or Non-myWork Application Provider to the extent necessary to perform myWork’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein. The confidentiality protections and permitted disclosures in this section also apply to SOWs and Change Orders, including their terms and pricing.
7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
7.4 Return of Confidential Information. Upon written request following termination or expiration, the Receiving Party will return or destroy the Disclosing Party’s Confidential Information in its possession or control, except to the extent retention is required by law, necessary to exercise or defend legal rights, or contained in routine backups not reasonably accessible in ordinary operations. Retained information remains subject to this Agreement’s confidentiality and security obligations and will not be used for other purposes. Customer Data export and deletion remain subject to the “Protection of Customer Data” section and the applicable DPA; this section does not shorten the agreed retrieval period.
8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
8.2 myWork Warranties. myWork warrants that during an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) myWork will not materially decrease the overall security of the SaaS Services, (c) the SaaS Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-myWork Applications” section above, myWork will not materially decrease the overall functionality of the SaaS Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.
8.3 Managed Services and Professional Services Warranty. myWork warrants that the Managed Services and Professional Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of the above warranty, Customer’s exclusive remedy and myWork’s entire liability will be the re-performance of the applicable Managed Services or Professional Services. If myWork is unable to re-perform the Managed Services or Professional Services as warranted, Customer will be entitled to recover the Managed Services or Professional Services fees paid to myWork for the deficient Managed Services or Professional Services. Customer must make any claim under the foregoing warranty to myWork in writing within 90 days of performance of such Managed Services or Professional Services in order to receive warranty remedies.
8.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. FREE SERVICES AND BETA SERVICES ARE PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
9. MUTUAL INDEMNIFICATION
9.1 Indemnification by myWork. myWork will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any purchased SaaS Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by myWork in writing of, a Claim Against Customer, provided Customer (a) promptly gives myWork written notice of the Claim Against Customer, (b) gives myWork sole control of the defense and settlement of the Claim Against Customer (except that myWork may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives myWork all reasonable assistance, at myWork’s expense. If myWork receives information about an infringement or misappropriation claim related to a SaaS Service, myWork may in its discretion and at no cost to Customer (i) modify the SaaS Services so that they are no longer claimed to infringe or misappropriate, without breaching myWork’s warranties under “myWork Warranties” above, (ii) obtain a license for Customer’s continued use of that SaaS Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that SaaS Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (I) the allegation does not state with specificity that the SaaS Services are the basis of the Claim Against Customer; (II) a Claim Against Customer arises from the use or combination of the SaaS Services or any part thereof with software, hardware, data, or processes not provided by myWork, if the SaaS Services or use thereof would not infringe without such combination; (III) a Claim Against Customer arises from SaaS Services under an Order Form for which there is no charge; or (IV) a Claim Against Customer arises from a Non-myWork Application or Customer’s breach of this Agreement, the Documentation or applicable Order Forms.
9.2 Indemnification by Customer. Customer will defend myWork and its Affiliates against any claim, demand, suit or proceeding made or brought against myWork by a third party (a) alleging that the combination of a Non-myWork Application or configuration provided by Customer and used with the SaaS Services, infringes or misappropriates such third party’s intellectual property rights, or (b) arising from (i) Customer’s use of the SaaS Services in an unlawful manner or in violation of the Agreement, the Documentation, or Order Form, (ii) any Customer Data or Customer’s use of Customer Data with the SaaS Services, or (iii) a Non-myWork Application provided by Customer, or (c) arising out of or in connection with Customer’s agreement with a Service Contractor, including without limitation, any claim that myWork is liable to a Service Contractor for the payment obligations of Customer to its respective Service Contractors for services performed (each a “Claim Against myWork”), and will indemnify myWork from any damages, attorney fees and costs finally awarded against myWork as a result of, or for any amounts paid by myWork under a settlement approved by Customer in writing of, a Claim Against myWork, provided myWork (A) promptly gives Customer written notice of the Claim Against myWork, (B) gives Customer sole control of the defense and settlement of the Claim Against myWork (except that Customer may not settle any Claim Against myWork unless it unconditionally releases myWork of all liability), and (C) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against myWork arises from myWork’s breach of this Agreement, the Documentation or applicable Order Forms. This obligation does not apply to the extent a claim arises from myWork’s negligence or willful misconduct.
9.3 Professional Services Mutual Indemnity. Each party (the “Indemnitor”) will defend the other party (the “Indemnitee”) against any claim, demand, suit or proceeding (“Claim”) made or brought against the Indemnitee by a third party (i) arising out of death, personal injury or damage to tangible property to the extent caused by Indemnitor’s personnel in its performance or receipt of, as applicable, the Professional Services, and (ii) alleging that any information, design, specification, instruction, software, data or material furnished by the Indemnitor in connection with the Professional Services (“Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Indemnitee from any damages, attorneys’ fees and costs finally awarded against the Indemnitee as a result of, or for amounts paid by Indemnitee under a settlement approved in writing by Indemnitor of, any such Claim, provided that the Indemnitee: (a) promptly gives the Indemnitor written notice of the Claim; (b) gives the Indemnitor sole control of the defense and settlement of the Claim (except that the Indemnitor may not settle any Claim unless the settlement unconditionally releases the Indemnitee of all liability); and (c) gives the Indemnitor all reasonable assistance, at the Indemnitor’s cost. The Indemnitor will have no liability for any such Claim described in subsection (ii) above to the extent that (1) it arises from specifications or other Material provided by the other party, or (2) such claim is based on modifications to the Material by anyone other than Indemnitor. In the event that some or all of the Material is held or is reasonably believed by the Indemnitor to infringe or misappropriate, the Indemnitor may, in its discretion and at no cost to the Indemnitee, (A) modify or replace the Material so it is no longer claimed to infringe or misappropriate, (B) obtain a license for the Indemnitee’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Indemnitee. If the Indemnitor exercises option (C), either party may terminate the relevant SOW or Professional Services purchased under an Order Form upon 10 days’ written notice given within 30 days after the Indemnitor’s exercise of such option, subject to the “Professional Services Termination and Settlement” section below. The above defense and indemnification obligations do not apply to the extent a Claim arises from Indemnitee’s breach of this Agreement or the applicable SOW or Order Form.
9.4 Exclusive Remedy. This “Mutual Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any third-party claim described in this section.
10. LIMITATION OF LIABILITY
10.1 Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER'S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE. For liability arising out of or related to Professional Services, the foregoing liability cap will instead equal the total amount paid by Customer and its Affiliates for Professional Services under the SOW or Order Form out of which the liability arose. If liability arising from the same incident or series of related incidents is subject to both the Professional Services liability cap and the liability cap applicable to other Services, the applicable aggregate liability limit will be the greater of those two caps, rather than their sum. The applicable aggregate liability limit will not increase solely because there are multiple claims or incidents. This provision does not limit Customer’s and its Affiliates’ payment obligations under the “Fees and Payment” section.
10.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
11. TERM AND TERMINATION
11.1 Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all Order Forms, subscriptions and SOWs hereunder have expired or have been terminated.
11.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional one year terms, unless either party gives the other written notice (email acceptable) at least 60 days before the end of the relevant subscription term. Customer must provide written notice of any proposed reduction in subscription quantities for a renewal term at least 60 days before the end of the current subscription term, unless otherwise specified in the applicable Order Form. Any agreed reduction will take effect at the beginning of the applicable renewal term and will be reflected in the applicable renewal Order Form. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at myWork’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any SaaS Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
11.3 Termination. A party may terminate this Agreement or an affected Order Form or SOW, in whole or in part, for cause (i) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
11.4 Refund or Payment upon Termination. If Customer terminates this Agreement or an affected Order Form, in whole or in part, in accordance with the “Termination” section above, myWork will refund Customer any prepaid fees covering the period after the effective date of termination for the terminated SaaS Services, and Customer will have no obligation to pay subscription fees for those terminated SaaS Services for that period. If myWork terminates this Agreement or an affected Order Form, in whole or in part, in accordance with the “Termination” section above, Customer will pay any unpaid subscription fees covering the remainder of the committed subscription term for the terminated SaaS Services, to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees payable to myWork for the period prior to the effective date of termination. Fees for Services not terminated remain payable in accordance with the applicable Order Form or SOW and this Agreement. Settlement of Professional Services fees and expenses is governed by the “Professional Services Termination and Settlement” section. Settlement of Managed Services fees and expenses is governed by the “Managed Services Settlement” section and the applicable Order Form or SOW. Termination of Professional Services or Managed Services does not, by itself, terminate or reduce a SaaS subscription commitment. This does not limit either party’s right to terminate affected SaaS Services in accordance with the “Termination” section.
11.5 Professional Services Termination and Settlement. Either party may terminate the Professional Services under an affected SOW or Order Form, in whole or in part, for cause in accordance with the “Termination” section. Customer may terminate Professional Services for convenience only to the extent expressly permitted by the applicable SOW or Order Form. Upon termination, Customer will pay unpaid fees and expenses incurred on or before the effective date of termination for the terminated Professional Services, with fees determined on a time and materials or percentage of completion basis, as appropriate under the applicable SOW or Order Form. If Customer terminates Professional Services for cause and has prepaid fees for those Professional Services not yet received, myWork will refund those prepaid fees. If myWork terminates Professional Services for cause, prepaid fees for the terminated Professional Services charged on a fixed fee basis are nonrefundable unless expressly stated otherwise in the applicable SOW or Order Form. Amounts already paid will be credited against amounts due for the same work, without double recovery.
11.6 Managed Services Settlement. If Customer terminates Managed Services in accordance with the “Termination” section, myWork will refund Customer any prepaid fees covering the period after the effective date of termination for the terminated Managed Services. If myWork terminates Managed Services in accordance with that section, Customer will pay any unpaid fees committed under the applicable Order Form or SOW for the remainder of the term of the terminated Managed Services, to the extent permitted by applicable law.
11.7 Surviving Provisions. The sections titled “Free Services,” “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Removal of Non-myWork Applications,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for so long as myWork retains possession of Customer Data. The “Deliverables and Development Rights,” “Managed Services and Professional Services Warranty,” “Professional Services Termination and Settlement” and “Managed Services Settlement” sections also survive to the extent necessary to give effect to their terms.
11.8 Insurance. Each party will maintain, at its own expense during the term of this Agreement, insurance appropriate to its obligations under this Agreement, including as applicable general commercial liability, errors and omissions, employer liability, automobile insurance, and workers’ compensation insurance as required by applicable law.
12. GENERAL PROVISIONS
12.1 Compliance with Laws for Professional Services and Managed Services. Each party will comply with all laws and governmental rules and regulations that apply to such party in its performance of its obligations and exercise of its rights under this Agreement with respect to Professional Services and Managed Services.
12.2 Export Compliance. The Services, other myWork technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. myWork and Customer each represent that it is not on any U.S. government denied-party list. Customer will not permit any User to access or use any Service in a U.S.-embargoed country or region or in violation of any U.S. export law or regulation.
12.3 Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.
12.4 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between myWork and Customer regarding Customer’s acquisition, use and receipt of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms and SOWs) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Main Services Agreement, and (3) the Documentation. For Managed Services and Professional Services, the applicable SOW controls scope, Deliverables, milestones and fees; this Agreement supplies the governing legal terms, including the Professional Services provisions in its body. An SOW does not modify subscription quantities, terms or payment commitments. A departure in an SOW from this Agreement’s confidentiality, intellectual property, indemnification, liability or termination provisions must expressly identify the provision being modified and be signed by both parties. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. A Change Order signed by both parties is not excluded Customer order documentation. It controls over the applicable SOW or Order Form only to the extent of the changes expressly identified in that Change Order; otherwise, the foregoing order of precedence continues to apply. A Change Order to an SOW does not modify SaaS subscription quantities, terms or payment commitments unless it also expressly identifies and amends the applicable subscription Order Form and is signed by both parties. Any Change Order that departs from this Agreement’s confidentiality, intellectual property, indemnification, liability or termination provisions must expressly identify the provision being modified and be signed by both parties. Notwithstanding the foregoing priority of an Order Form, no Order Form or service-specific schedule modifies this Agreement’s confidentiality, intellectual property, indemnification, liability or termination provisions, or an existing subscription commitment, unless it expressly identifies the provision or commitment being modified and is signed by both parties. Amendments to this Agreement require a writing signed by both parties. Updates to Documentation or online policies do not, by themselves, amend negotiated fees, subscription commitments or the foregoing protected provisions.
12.5 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.
12.6 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
12.7 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
12.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.
12.9 Force Majeure. Neither party will be liable for delay or failure to perform an obligation, other than payment of amounts due, to the extent caused by events beyond its reasonable control that it could not reasonably avoid or overcome. The affected party will promptly notify the other party, use reasonable efforts to mitigate the effects, and resume performance when practicable. Any resulting change to project scope, fees or agreed milestones will be documented under the “Change Orders” section. This provision does not independently authorize additional fees or reduce security or confidentiality obligations.
12.10 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.11 myWork Contracting Entity, Notices, Governing Law, and Venue. The myWork entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on where Customer is domiciled.
For Customers domiciled in North or South America | ||||
If Customer is domiciled in: | The myWork entity entering into this Agreement is: | Notices should be addressed to: | Governing law is: | Courts with exclusive jurisdiction: |
Any country in North or South America | myWork, LLC, an Ohio limited liability company | Platinum Building, 7200 Center Street, 3rd Floor, Mentor, Ohio, 44060, U.S.A., Attn: Legal Department, legal@mywork.one | Delaware and controlling United States federal law | Cleveland, Ohio, U.S.A. |
12.12 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer. All other notices to Customer relating to Professional Services or Managed Services will be addressed to the Customer contact named in the applicable SOW or Order Form; other notices to Customer will be addressed to the relevant Services system administrator designated by Customer.
12.13 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.