Workee Terms of Use

Effective Date: September 8, 2026

Last Updated: September 8, 2026

PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN A BINDING ARBITRATION AGREEMENT AND A CLASS ACTION WAIVER IN SECTION 23, WHICH AFFECT YOUR LEGAL RIGHTS. THEY ALSO LIMIT WORKEE’S LIABILITY TO YOU IN SECTION 20. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS AS DESCRIBED IN SECTION 23.4.

These Terms of Use (“Terms”) govern access to and use of the Workee platform available at workee.ai and workee.net, together with all associated websites, applications, dashboards, APIs, integrations and services (the “Platform” or “Services”). The Platform is owned and operated by Workee Inc. (“Workee,” “we,” “us” or “our”), a Delaware corporation, EIN 36-4999250, with its principal place of business at 360 NW 27th Street, Miami, FL 33127, USA.

By creating an account, signing an Order Form, clicking to accept, or accessing or using the Services, you agree to be bound by these Terms. If you are accepting on behalf of a company, practice or other organization, you represent that you have authority to bind that organization, and “you” and “User” refer to that organization.

If you do not agree to these Terms, do not use the Services.

• 1. Agreement and Order of Precedence
• 2. Definitions
• 3. Eligibility and Account Registration
• 4. Account Security and Account Lifecycle
• 5. Business Accounts, Roles and Seats
• 6. Acceptable Use
• 7. Fees, Payment and Taxes
• 8. Automatic Renewal
• 9. Cancellation
• 10. Refunds
• 11. Communications, SMS and Messaging Compliance
• 12. AI Features and AI Agents
• 13. Protected Health Information
• 14. Data Protection and Privacy
• 15. Third-Party Services and Integrations
• 16. Content and Intellectual Property
• 17. Feedback and Publicity
• 18. Free Trials, Beta Features and Service Levels
• 19. Warranties and Disclaimers
• 20. Limitation of Liability
• 21. Indemnification
• 22. Suspension and Termination
• 23. Dispute Resolution and Arbitration
• 24. Governing Law and Venue
• 25. General Provisions
• 26. Contact Information

1. Agreement and Order of Precedence

1.1 Components. The agreement between you and Workee (the “Agreement”) consists of: these Terms; any Order Form, quote or Master Services Agreement executed by both parties; the Privacy Policy at workee.ai/privacy-policy; the Cookie Policy at workee.ai/cookies; any Data Processing Addendum separately executed by both parties under Section 14.2; any Business Associate Agreement executed under Section 13; and any product-specific or plan-specific terms presented to and accepted by you in the Services. An unpublished document or unavailable webpage is not incorporated into this Agreement by reference.

1.2 Precedence. In the event of a conflict, the following order controls, from highest to lowest, as to the subject matter each addresses: (a) an executed Business Associate Agreement; (b) an executed Order Form or Master Services Agreement; (c) a separately executed Data Processing Addendum; (d) these Terms; (e) all other policies and documentation. Mandatory data protection requirements remain applicable regardless of this order.

1.3 Changes to these Terms. Workee may modify these Terms. Material changes will be notified by email to the Account Owner and posted with a revised “Last Updated” date at least thirty (30) days before they take effect, except where a shorter period is required by law or necessary to address a security or legal risk. Continued use of the Services after the effective date constitutes acceptance. If you do not accept a material change, your remedy is to cancel under Section 9 before the change takes effect.

1.4 Entire agreement. The Agreement is the entire understanding between the parties regarding the Services and supersedes all prior proposals, representations and agreements, including all previous versions of the Workee Terms of Use.

2. Definitions

“Account” means the account created to access the Services, including all associated Locations, Seats and Staff Users.

“Account Owner” means the individual or organization that registered the Account and holds ultimate authority over it, including billing and termination.

“Administrator” means a Staff User granted elevated permissions by the Account Owner, including the ability to manage Seats, billing and other Staff Users.

“AI Agent” means any Workee feature that autonomously composes, schedules or transmits communications to Clients on your behalf, including the feature marketed as Jenny.

“Business Account” means an Account held by a company, practice, clinic or other organization, including all Workee Business and Workee Business Pro plans.

“Client” means an end customer, patient or guest of a User whose data is entered into, or who receives communications through, the Platform.

“Client Data” means data relating to Clients that a User or its Staff Users submit to, or generate within, the Platform.

“Co-Pilot” means the Workee AI feature that generates insights, summaries and recommendations for a User inside the Platform.

“Location” means a distinct physical or virtual business site configured within an Account.

“Order Form” means a written or electronic ordering document executed between Workee and a User specifying plan, Seats, Locations, term, fees and any bespoke terms.

“PHI” means Protected Health Information as defined at 45 C.F.R. § 160.103.

“Seat” means a licensed user position entitling one Staff User to access the Services.

“Services” means the Platform and all features made available by Workee, including scheduling and booking, client records, payments and invoicing, memberships and packages, messaging across SMS, email and other channels, marketing automation, reporting and analytics, third-party integrations, Co-Pilot and AI Agents.

“Staff User” means an individual authorized by the Account Owner or an Administrator to access the Account under a Seat.

“User Content” means all content, data, text, images, files, records and other materials submitted to the Services by a User or its Staff Users, including Client Data.

3. Eligibility and Account Registration

3.1 Eligibility. You must be at least 18 years of age, or the age of majority in your jurisdiction if higher, and have full legal capacity to enter into contracts. The Services are not offered to individuals barred from receiving them under applicable law, or to persons or entities on any applicable sanctions or denied-party list.

3.2 Registration data. You agree to provide accurate, current and complete registration information and to keep it up to date. Workee may refuse, suspend or terminate any Account that contains inaccurate information.

3.3 Business use. The Services are provided for business and professional use. If you are a consumer under applicable consumer protection law, nothing in these Terms limits any non-waivable right you hold under that law.

4. Account Security and Account Lifecycle

4.1 Credentials. You are responsible for maintaining the confidentiality of all credentials associated with your Account and for all activity that occurs under it, whether or not authorized. You must notify Workee at security@workee.ai promptly on learning of any unauthorized access.

4.2 Multi-factor authentication. Workee may require multi-factor authentication for Accounts with elevated permissions or access to sensitive data.

4.3 Deactivation and restoration. You may deactivate your Account at any time. A deactivated Account and its data may be restored by the Account Owner within thirty (30) days of deactivation. After that period the Account is queued for deletion in accordance with Section 22.4. A deactivation is not a request for erasure; requests for erasure are handled under Section 22.5 and on the timeline required by applicable law, not the restoration period in this section.

4.4 Inactive Accounts. Workee may deactivate an Account with no paid subscription and no login activity for twelve (12) consecutive months, after notice to the email address on file.

5. Business Accounts, Roles and Seats

5.1 Authority. The Account Owner is bound by the acts and omissions of every Administrator and Staff User on the Account, and is responsible for all fees incurred on it.

5.2 Roles. The Account Owner may designate Administrators and Staff Users and set their permissions. Workee is entitled to rely on instructions received from the Account Owner or any Administrator, including instructions to add Seats or Locations, change plans, or terminate.

5.3 Seats and Locations. Seats and Locations are licensed in the quantity stated in the Order Form or selected in the Services. Seats are assigned to named individuals and may not be shared. Adding Seats or Locations mid-term generates additional fees, pro-rated to the end of the current term. Reductions are governed by Section 9.3.

5.4 Staff conduct. You are responsible for ensuring that every Staff User complies with these Terms, and for promptly revoking access when a Staff User leaves your organization or changes role.

6. Acceptable Use

6.1 Prohibited activities. You may not, and may not permit any Staff User or third party to:

• use the Services to send unlawful, deceptive, harassing or unsolicited communications, or communications to any recipient who has not provided the consent required by Section 11;
• upload, transmit or store material that infringes intellectual property rights, violates privacy or publicity rights, or is unlawful, defamatory or obscene;
• submit PHI except as permitted by Section 13;
• use the Services to make, or to enable an AI Agent to make, any medical, diagnostic, therapeutic, outcome or safety claim that is not substantiated and lawful in the recipient’s jurisdiction;
• attempt to gain unauthorized access to the Services or any related system, probe or scan for vulnerabilities, or circumvent any access control or rate limit;
• reverse engineer, decompile or disassemble any part of the Services, or use the Services to build a competing product;
• resell, sublicense, rent or time-share access to the Services except under a written reseller agreement with Workee;
• use automated means to scrape or extract data from the Services beyond the documented APIs;
• interfere with the integrity or performance of the Services, or transmit malware or other harmful code;
• misrepresent the identity of a message sender, or configure any sender identity you are not authorized to use;
• use the Services in violation of any applicable law, including the TCPA, CAN-SPAM, CASL, state mini-TCPA statutes, HIPAA, GDPR, CCPA/CPRA, and applicable advertising and healthcare marketing rules.

6.2 Enforcement. Workee may investigate suspected violations and may remove content, throttle sending, suspend features, suspend the Account or terminate the Agreement under Section 22. Where practicable and lawful, Workee will give notice and an opportunity to cure before suspension, except where the violation presents an immediate legal, security or carrier risk.

7. Fees, Payment and Taxes

7.1 Fees and plans. Fees are those stated in the Order Form or on the pricing page applicable at the time of purchase. Unless an Order Form states otherwise, fees are payable in advance for each subscription term and are quoted in US dollars.

7.2 Chargebacks. Initiating a payment dispute or chargeback without first requesting a refund through the process in Section 10 is a material breach of these Terms. Workee may suspend or terminate the Account and may recover the disputed amount together with any bank, processor or dispute fees incurred, plus reasonable costs of collection.

7.3 Payment authorization. By providing a payment method, you authorize Workee and its payment processor to charge that method for all fees due, including renewal fees under Section 8, on the dates they fall due. You are responsible for keeping payment method details current.

7.4 Price changes. Workee may change fees effective at the start of any renewal term on at least thirty (30) days’ notice to the Account Owner. Continued use after the renewal date constitutes acceptance of the new price; if you do not accept, cancel before the renewal date under Section 9.

7.5 Failed payment and suspension. If a charge fails, Workee may retry the payment method for up to ten (10) days. Fees unpaid after ten (10) days may accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Workee may suspend access to the Services after fifteen (15) days of non-payment and terminate for cause after thirty (30) days, in each case after notice to the Account Owner. You are responsible for reasonable costs of collection, including attorneys’ fees.

7.6 Taxes. All fees are exclusive of taxes. You are responsible for all sales, use, excise, value-added, goods and services, and similar taxes and duties arising from your purchase of the Services, excluding taxes based on Workee’s net income. Where Workee is required to collect such taxes, they will be added to your invoice. If you are exempt, you must supply a valid exemption certificate before purchase.

7.7 Invoicing for Business Accounts. Where an Order Form provides for invoicing rather than card payment, invoices are due net thirty (30) days from the invoice date unless the Order Form states otherwise. Disputed amounts must be raised in writing within fifteen (15) days of the invoice date; undisputed amounts remain payable.

7.8 Client payments, deposits and split charges. The Services may allow you to collect payments from Clients, including booking deposits charged at the time of booking and a remaining balance charged separately. Where a deposit is collected, it is applied against the total price of the booked service unless you configure it otherwise and disclose that to the Client. Workee is not the merchant of record for transactions between you and your Clients, is not a party to those transactions, and is not a money transmitter or payment institution. Payments are processed by third-party processors under their own terms, and you are responsible for accepting those terms and for any processor fees, reserves, holds or account decisions. All decisions about refunds, cancellations, no-show charges and deposit forfeiture between you and your Clients are yours, and you are responsible for disclosing your policies to Clients and for complying with law in applying them.

8. Automatic Renewal

8.1 Renewal. A subscription renews automatically only if automatic renewal was clearly disclosed and you affirmatively agreed to it before purchase, and Workee has provided the notices and cancellation mechanisms required by applicable law. Subject to those conditions, it renews for the term and at the price disclosed to you until cancelled under Section 9. Acceptance of these Terms alone does not authorize recurring charges. Workee must not enable automatic renewal or charge a renewal fee without satisfying these conditions.

8.2 Pre-purchase disclosure. Before obtaining billing information for an automatically renewing subscription, Workee must clearly and conspicuously disclose the subscription term, price, billing frequency, first renewal date, any trial or promotional period and subsequent charge, that renewal continues until cancelled, and how and when to cancel. Any applicable cancellation deadline must be disclosed before purchase. These requirements apply to online and sales-assisted purchases.

8.3 Affirmative consent. Before charging for an automatically renewing subscription, Workee must obtain and retain your affirmative consent to its renewal terms separately from acceptance of these Terms. These Terms do not represent that a particular checkout control is implemented or substitute for the required consent.

8.4 Acknowledgment. Workee must provide a retainable acknowledgment of the renewal terms, any trial or promotional terms, and instructions for cancellation through the applicable cancellation mechanism. An unavailable control must not be offered as the cancellation method.

8.5 Renewal reminders. Workee must provide renewal, trial-expiration and price-change notices within the time periods required by applicable law. For subscription terms of six (6) months or longer, Workee must also provide a reminder between fifteen (15) and forty-five (45) days before renewal, stating the renewal date, charge and cancellation method. This contractual reminder does not replace any additional or differently timed notice required by law.

8.6 Cancellation path. Workee must provide a simple, effective cancellation mechanism through the medium and with the ease required by applicable law, including online cancellation where required for online enrollment. If the required mechanism is unavailable, Workee must not enable automatic renewal. A request sent to billing@workee.ai is an additional cancellation route; it does not replace a legally required online or same-medium mechanism.

9. Cancellation

9.1 Cancellation requests. You may cancel your subscription at any time through the cancellation mechanism provided with your subscription or by writing to billing@workee.ai from the Account Owner’s email address. Workee will record the date it receives the request; processing delay will not postpone that date. Access to paid functionality continues until the applicable cancellation effective date under this Section, subject to any earlier termination under Section 22.

9.2 Business Accounts — effective date of cancellation. A thirty (30) calendar day advance cancellation deadline applies to a Business Account only if it was clearly disclosed and expressly agreed in the applicable Order Form or purchase process and is permitted by law. Where validly agreed, a request received fewer than thirty (30) days before term end takes effect at the end of the following term. Otherwise, cancellation received before renewal takes effect at the end of the current term. No following-term fee is payable unless renewal is authorized under Section 8. This section does not restrict submission of a cancellation request at any time.

9.3 Seat and Location reductions. A reduction in Seats or Locations during a term takes effect at the start of the next subscription term and is subject to the same timing rule as Section 9.2. Fees already paid for the current term are not refunded or credited for reduced Seats or Locations.

9.4 Consumers. Section 9.2 does not apply to any subscriber who is a consumer under applicable consumer protection law, including subscribers to individual and non-business plans in California. For those subscribers, cancellation takes effect at the end of the then-current subscription term regardless of when it is submitted, and access continues to that date.

9.5 Committed terms. Where a discount was granted in exchange for a committed term, cancellation before the end of that term forfeits the discount, and the difference between the discounted and standard rate for the periods already used becomes immediately payable.

10. Refunds

10.1 Refund window. Refunds are available only if requested within seven (7) calendar days of the first payment on an Account, and apply to that first payment only. Renewal payments are non-refundable. Refunds are issued to the original payment method, less non-recoverable payment processing fees and applicable taxes where permitted by law.

10.2 Order Form and sales-assisted purchases. Plans purchased under an executed Order Form, Master Services Agreement or other sales-assisted arrangement, including plans referred to as sold by the Workee Business Team, are non-refundable except as that document expressly states.

10.3 No pro-rating. No refunds, credits or pro-rated amounts are provided for partial subscription periods, unused Seats or Locations, downgrades, feature changes, or periods of inactivity or non-use.

10.4 Statutory rights. Nothing in this section limits any non-waivable refund or withdrawal right you hold under applicable consumer protection law.

11. Communications, SMS and Messaging Compliance

11.1 Communications from Workee. Workee may send you service, security, billing and legal notices relating to your Account. These are not marketing messages and cannot be opted out of while your Account remains active. Marketing messages from Workee to you may be declined at any time.

11.2 Your communications to Clients — consent. You are the sender of every message transmitted through the Services to your Clients, whether composed by you, by a Staff User, or by an AI Agent. You represent and warrant that, for every telephone number, email address and other contact point you submit to the Platform, you hold the consent required by applicable law for the category of message being sent, including prior express written consent where required for marketing or promotional messages under the TCPA and applicable state mini-TCPA statutes, and that you maintain records evidencing that consent. You must not import purchased, rented, scraped or otherwise third-party-sourced contact lists.

11.3 Opt-out, HELP and suppression. Every messaging program must provide an effective opt-out method and identify the sending business and its support contact. Recipients may request that messages stop by contacting the sending business; requests received by Workee at support@workee.ai will be routed to that business and addressed within the period required by applicable law. You and Workee must honor valid opt-out requests and must not bypass applicable suppression. Before SMS sending is enabled, Workee must verify required keyword handling, including STOP and HELP, and suppression across the sending paths used by that program, including AI Agent campaigns and automations. Before email sending is enabled, an effective unsubscribe mechanism must be verified. If required controls are unavailable or fail, the affected sending must remain disabled or be paused until corrected. These Terms do not represent that opt-outs are currently processed automatically, immediately or across every channel. You remain responsible for monitoring recipient requests and stopping affected communications; this does not reduce Workee’s own legal obligations. Message and data rates may apply and message frequency varies; you must include required disclosures in your consent language. You must observe permitted sending hours and provide accurate and current information for 10DLC or equivalent registration where required. Workee may throttle, pause or suspend sending in response to complaints, opt-out failures, carrier requirements or legal risk.

11.4 Recording of messages. Message content, delivery status and opt-out records are retained by Workee as necessary to demonstrate compliance and to operate the Services, and may be produced in response to a lawful request from a carrier, regulator or court.

12. AI Features and AI Agents

12.1 Co-Pilot. Co-Pilot generates insights, summaries, drafts and recommendations for you inside the Platform. Its output is informational, may be inaccurate or incomplete, and must be reviewed by you before it is relied on or acted upon. Co-Pilot does not make automated decisions producing legal or similarly significant effects concerning any individual.

12.2 AI Agents. An AI Agent composes, schedules and transmits communications to your Clients on your behalf. In relation to every such communication:

• You are the sender. You are the sender of the message for all legal purposes, including under the TCPA, CAN-SPAM, CASL and state mini-TCPA statutes, and you are the owner of and responsible for its content. Workee is a technology provider transmitting the message at your direction.
• You warrant consent. You warrant that the consent required by Section 11.2 is held for every recipient the AI Agent contacts.
• You must review before activation. You must review and approve the message templates, offers, pricing, promotional claims and audience criteria of an AI Agent campaign before it is activated, and you remain responsible for them while it runs.
• Restrictions on content. You may not configure an AI Agent to make or imply any diagnosis, treatment recommendation, outcome guarantee or other medical claim, or any claim that is unsubstantiated or unlawful in the recipient’s jurisdiction.
• Controls. You may pause, edit or stop any AI Agent at any time. Workee may throttle, pause or suspend an AI Agent under Section 11.3.

12.3 No guarantee of outcomes. Workee does not guarantee message deliverability, response rates, appointments, bookings, revenue or any other outcome from Co-Pilot, AI Agents or any other feature. AI output is probabilistic and may contain errors.

12.4 Model improvement. Workee may use data derived from use of the Services to maintain and improve its models and features only in de-identified and aggregated form, as described in Section 16.2. PHI and identifiable Client Data are excluded. A Business Account may opt out of the use of its de-identified and aggregated data for model improvement by written request to privacy@workee.ai, effective within thirty (30) days of receipt.

12.5 Not professional advice. No output of any Workee AI feature is medical, legal, tax or other professional advice, and it is not a substitute for the professional judgment of a licensed practitioner.

13. Protected Health Information

13.1 Conditions for PHI. You must not submit PHI unless (a) a Business Associate Agreement between you and Workee is executed and in effect, and (b) Workee has confirmed in writing the specific Services and configurations approved to process PHI under that agreement. PHI must remain within that approved scope. A subscription, request for a BAA, marketing statement or BAA template alone does not authorize PHI processing. Nothing in this Section waives obligations imposed on either party by applicable law.

13.2 Requesting review for PHI use. Contact legal@workee.ai before any proposed PHI use. Workee must assess the relevant safeguards, service configuration and downstream providers before confirming eligibility and executing a BAA. Eligibility is not guaranteed. Unless and until both conditions in Section 13.1 are satisfied, PHI use is prohibited. These Terms do not certify that the Platform as a whole is HIPAA compliant or that using it makes your business HIPAA compliant.

13.3 Precedence. Where a Business Associate Agreement is in effect, it controls over these Terms as to PHI. In particular, it overrides the licence in Section 16.2 and the model improvement provision in Section 12.4, neither of which extends to PHI in any circumstance.

13.4 Your obligations. You are responsible for determining whether you are a covered entity or business associate, for obtaining any patient authorization required before communicating with a patient through the Services, and for complying with HIPAA and applicable state health privacy law in the communications you send.

13.5 Indemnity. You will indemnify Workee for all claims, penalties and costs arising from PHI submitted to the Services in breach of Section 13.1.

14. Data Protection and Privacy

14.1 Roles. As between the parties, Workee is the controller of Account data relating to Users and Staff Users, and is a processor (and a service provider under the CCPA/CPRA) in respect of Client Data, processing it only on your documented instructions to provide the Services. Workee will not sell or share Client Data, and will not retain, use or disclose it for any purpose other than performing the Services and the purposes permitted by applicable law.

14.2 Data Processing Addendum. Where applicable data protection law requires processor, service-provider or contractor terms, Workee and the User must separately execute a Data Processing Addendum containing those terms before the relevant processing begins. Contact legal@workee.ai to arrange review and execution. No DPA is incorporated by reference to an unavailable webpage, and requesting a DPA does not put one into effect. Processing requiring a DPA must not begin until it is executed; existing processing must be brought into compliance without delay.

14.3 Sub-processors. Workee uses service providers for functions such as hosting, payments, messaging, AI models, analytics and integrations. Before processing governed by a Data Processing Addendum begins, Workee must provide the User with the applicable sub-processor list, including provider identities, functions and processing locations, and obtain any required authorization. Workee must provide notices of changes and any applicable opportunity to object in accordance with the executed DPA and applicable law. Requests for the applicable list may be sent to privacy@workee.ai. These Terms do not represent that a public register or notification subscription is available.

14.4 International transfers. Before a transfer of personal data from the European Economic Area, the United Kingdom or Switzerland requiring a transfer safeguard, Workee must put a valid applicable transfer mechanism in place. Where Standard Contractual Clauses, a UK Addendum or other contractual safeguards are used, the relevant documents must be completed and executed, with required assessments and supplementary measures. These Terms do not themselves execute those instruments or represent that a mechanism is already in place for a particular transfer. Information about the mechanism applicable to your data may be requested at privacy@workee.ai.

14.5 Security. Workee must maintain administrative, technical and physical safeguards appropriate to the processing and required by applicable law and any executed DPA or BAA. Information about applicable safeguards may be requested at security@workee.ai. No security webpage or certification is incorporated by reference. No system is perfectly secure, and Workee does not warrant that the Services will be free from unauthorized access.

14.6 Incident notification. Workee will notify you without undue delay, and in any event within seventy-two (72) hours of becoming aware, of any personal data breach affecting your Client Data, and will provide the information reasonably necessary for you to meet your own notification obligations. Where a Business Associate Agreement is in effect, its notification terms control for PHI.

15. Third-Party Services and Integrations

15.1 Authorization. Where you connect a third-party service such as a practice management, scheduling, payment, calendar or marketing platform, you authorize Workee to access, retrieve, transmit and synchronize data with that service on your behalf, and you warrant that you hold the rights and consents required to do so, including under your agreement with that provider.

15.2 No responsibility for third parties. Third-party services are provided by their own operators under their own terms and privacy policies. Workee does not control them and is not responsible for their availability, accuracy, security, pricing or continued support, for changes to their APIs, or for any data loss, duplication, synchronization error or double-booking arising from them.

15.3 Discontinuation. A third-party provider restricting, changing or discontinuing access is not a breach of this Agreement by Workee and is not a refund event. Workee will use commercially reasonable efforts to notify affected Users and, where possible, to provide an alternative.

15.4 Your data in your system of record. You are responsible for maintaining your own records in your system of record and for verifying that synchronized data is accurate before relying on it for clinical, scheduling or financial purposes.

16. Content and Intellectual Property

16.1 Workee content. The Services, and all software, designs, text, graphics, trademarks and other materials in them, are owned by Workee or its licensors and are protected by intellectual property law. Subject to your compliance with this Agreement and payment of applicable fees, Workee grants you a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services during the term for your internal business purposes. All rights not expressly granted are reserved.

16.2 User Content.

Ownership. You retain all right, title and interest in User Content. Workee claims no ownership of it.

Operational licence. You grant Workee a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transmit, display, adapt in format and back up User Content, solely to the extent necessary to provide, secure, support and maintain the Services for you, and to comply with law. This licence exists only for that purpose and terminates when the User Content is deleted from the Services in accordance with Section 22.4, save for backup copies deleted on Workee’s ordinary backup cycle.

Improvement licence. You additionally grant Workee a non-exclusive, royalty-free licence to use data derived from User Content, in de-identified and aggregated form only, to develop, train, evaluate and improve the Services and Workee’s models and features. This licence does not extend to PHI, to identifiable Client Data, or to any content in an Account covered by a Business Associate Agreement, and is subject to the opt-out in Section 12.4.

Your warranties. You warrant that you hold all rights necessary to grant these licences and that User Content does not infringe the rights of any third party or violate any law.

16.3 Call and meeting recording. Where you use recording or transcription features, you are responsible for obtaining the consent of every participant before recording begins, including all-party consent where required by state or national law, and for providing any notice required. Workee provides the capability; the legal duty to obtain consent is yours.

16.4 Client images and likeness. You warrant that you hold written consent from each Client whose photograph, image, likeness, video or testimonial you upload, store or display through the Services, covering the uses you make of it, including any before-and-after or promotional use.

16.5 Biometric identifiers. The Services must not be used to collect, capture, store or process biometric identifiers or biometric information, including facial geometry, within the meaning of the Illinois Biometric Information Privacy Act, the Texas Capture or Use of Biometric Identifier Act or comparable law, unless you have first obtained the written consent required by that law and provided the required disclosures. Workee does not perform facial recognition on User Content.

16.6 Minors as Clients. Where a Client is under the age of 18, or under 13 in the case of online data collection subject to COPPA, you warrant that you have obtained verifiable consent from that Client’s parent or legal guardian before collecting their personal data or sending them any communication through the Services, and that any telephone number provided is one the parent or guardian has consented to be contacted on.

16.7 DMCA. Workee responds to notices of claimed copyright infringement under the Digital Millennium Copyright Act. Notices should be sent to dmca@workee.ai with the information required by 17 U.S.C. § 512(c)(3). Workee may terminate the accounts of repeat infringers.

17. Feedback and Publicity

17.1 Feedback. If you provide suggestions, ideas or feedback about the Services, Workee may use them without restriction or obligation to you, and you grant Workee a perpetual, irrevocable, royalty-free licence to do so. Feedback is not confidential.

17.2 Publicity. Workee may identify you as a customer and use your name and logo in customer lists and marketing materials, unless you notify Workee otherwise at hello@workee.ai. Any other use of your marks requires your written consent.

18. Free Trials, Beta Features and Service Levels

18.1 Free trials. A free trial converts to a paid subscription only if the price, billing date and subsequent renewal terms were disclosed and affirmatively accepted before enrollment, and all applicable notice and cancellation requirements in Section 8 have been satisfied. Otherwise, continued paid use requires a new affirmative purchase. Any authorized conversion charge remains subject to Section 10 and non-waivable statutory rights.

18.2 Beta Features. Features designated as beta, preview, early access or experimental (“Beta Features”) are provided as-is and as-available, for evaluation only. They may be changed, restricted or withdrawn at any time without notice, are excluded from any service level commitment, and are excluded from the warranties in Section 19. Liability arising from Beta Features is subject to Section 20.2.

18.3 Service levels and support. Standard support is provided by email and in-app channels during business hours on business days. Any uptime, response time or other service level commitment applies only if it is stated in an executed Order Form or in a service level agreement referenced there. In the absence of such a document, the Services are provided without a service level commitment.

18.4 Maintenance. Workee may perform scheduled maintenance, and will use commercially reasonable efforts to schedule it outside peak hours and to give advance notice. Emergency maintenance may be performed at any time.

19. Warranties and Disclaimers

19.1 Mutual warranties. Each party warrants that it has the authority to enter into this Agreement.

19.2 Workee warranty. Workee warrants that it will provide the Services in a professional and workmanlike manner. Your exclusive remedy for breach of this warranty is for Workee to re-perform the affected Services or, if it cannot do so within a reasonable period, to terminate the affected subscription and refund fees paid for the unused portion of the then-current term.

19.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 19.2, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WORKEE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED AND STATUTORY, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WORKEE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT MESSAGES WILL BE DELIVERED, THAT AI OUTPUT WILL BE ACCURATE, OR THAT ANY BUSINESS RESULT WILL BE ACHIEVED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, AND THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

20. Limitation of Liability

20.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, DATA OR ANTICIPATED SAVINGS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY.

20.2 Aggregate cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WORKEE’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO WORKEE FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (US$100). FOR CLAIMS ARISING FROM FREE TRIALS, FREE PLANS OR BETA FEATURES, THE CAP IS ONE HUNDRED US DOLLARS (US$100).

20.3 Exclusions from the cap. Sections 20.1 and 20.2 do not apply to: fraud or fraudulent misrepresentation; wilful misconduct; death or personal injury caused by negligence; your obligation to pay fees due; your indemnification obligations under Section 21; or any liability that cannot be limited or excluded under applicable law.

20.4 Basis of the bargain. The limitations in this Section reflect an allocation of risk between the parties and form an essential basis of the bargain. They apply even if a limited remedy fails of its essential purpose, and survive termination.

20.5 Time limit for claims. Any claim arising out of or relating to this Agreement must be brought within one (1) year after the cause of action accrues, or the shortest period permitted by applicable law if that period is longer. This Section does not apply where the applicable law does not permit it.

20.6 Force majeure. Neither party is liable for any failure or delay caused by events beyond its reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, labour dispute, epidemic, governmental action, failure of the internet or public telecommunications networks, carrier blocking or filtering, or the failure of a third-party service. This does not excuse an obligation to pay amounts due.

21. Indemnification

21.1 Your indemnity. You will defend, indemnify and hold harmless Workee, its affiliates, and their officers, directors, employees and agents from and against all claims, demands, proceedings, damages, penalties, fines, losses and reasonable costs (including attorneys’ fees) arising out of or relating to:

• User Content, including Client Data and any content transmitted through the Services at your direction;
• any message sent through the Services on your behalf, including by an AI Agent, and any claim under the TCPA, CAN-SPAM, CASL, a state mini-TCPA statute, or comparable law;
• your failure to obtain any consent required by Sections 11.2, 13.4, 16.3, 16.4, 16.5 or 16.6;
• PHI submitted in breach of Section 13.1;
• your use of the Services in violation of this Agreement or applicable law;
• any claim by a Client, Staff User or third party relating to services you provide, your business practices, your refund or cancellation policies, or a dispute between you and a Client;
• your connection or use of any third-party service.

21.2 Workee indemnity. Workee will defend you against any third-party claim that the Services, as provided by Workee and used in accordance with this Agreement, infringe a US patent, copyright or trademark, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to claims arising from User Content, from your combination of the Services with anything not supplied by Workee, from Beta Features, or from your use in breach of this Agreement. If the Services become, or Workee believes they may become, subject to such a claim, Workee may procure the right to continue, modify the Services, or terminate the affected subscription and refund pre-paid unused fees.

21.3 Procedure. The indemnified party will give prompt notice of the claim, allow the indemnifying party to control the defence and settlement (provided no settlement imposes a non-monetary obligation on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party’s expense.

22. Suspension and Termination

22.1 Termination by Workee. Workee may suspend or terminate the Agreement or any Account, with notice where practicable: for material breach not cured within ten (10) days of notice; immediately for non-payment under Section 7.5, for conduct that presents a legal, security, carrier or reputational risk, for suspected fraud, or where required by law; or for convenience on thirty (30) days’ notice, with a pro-rated refund of pre-paid unused fees.

22.2 Termination by you. You may terminate the Agreement by cancelling all subscriptions under Section 9 and deactivating your Account under Section 4.3. Termination does not entitle you to a refund except as provided in Section 10 or Section 19.2.

22.3 Effect of termination. On termination, your right to access the Services ends immediately, all fees accrued through the effective date become payable, and Workee may disable access to the Account.

22.4 Export and retention. For thirty (30) days after termination, Workee will make User Content available for export in a commonly used format through the Services or on written request to support@workee.ai. After that period, Workee will delete User Content from active systems within ninety (90) days, and from backups on its ordinary backup cycle, except where retention is required by law, by a Business Associate Agreement, or to resolve a dispute or enforce this Agreement. Payment and tax records are retained for a minimum of three (3) and a maximum of six (6) years, as stated in the Privacy Policy.

22.5 Deletion requests. A request for erasure under the GDPR, the CCPA/CPRA or comparable law is handled on the timeline that law requires and is not subject to the restoration period in Section 4.3 or the export window in Section 22.4. Requests should be sent to privacy@workee.ai. Where you are the controller of Client Data, you are responsible for responding to Client requests, and Workee will assist you as required by applicable law and any executed Data Processing Addendum.

22.6 Survival. Sections 1.4, 2, 6.2, 7 (as to amounts accrued), 10, 12.3, 12.5, 13.5, 14.1, 16.1, 16.2 (improvement licence, as to data already de-identified and aggregated), 17, 19.3, 20, 21, 22.3–22.6, 23, 24, 25 and 26 survive termination.

23. Dispute Resolution and Arbitration

23.1 Informal resolution first. Before commencing arbitration, the parties will attempt to resolve the dispute informally. The party raising the dispute will send a written notice to legal@workee.ai (or, for Workee, to the Account Owner’s email) describing the dispute and the relief sought. If it is not resolved within sixty (60) days, either party may commence arbitration.

23.2 Agreement to arbitrate. Except as provided in Sections 23.4 and 23.5, all disputes arising out of or relating to this Agreement or the Services, including its formation, interpretation, breach, termination, validity or enforceability, will be resolved by final and binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules (or, for consumer disputes, its Consumer Arbitration Rules and Consumer Due Process Protocol), before the AAA’s regional office in San Francisco, California. The seat is San Francisco, California, and the arbitration may be conducted by videoconference or on documents where the rules permit. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section.

23.3 Arbitrator’s authority. The arbitrator has exclusive authority to resolve any dispute about the interpretation, applicability, enforceability or formation of this arbitration agreement, except that a court decides whether a dispute falls within the class action waiver in Section 23.6.

23.4 Right to opt out. You may opt out of this arbitration agreement by sending written notice to legal@workee.ai within thirty (30) days of first accepting these Terms, stating your name, Account email and an intention to opt out. Opting out has no effect on any other part of this Agreement, and no adverse effect on your Account. If you opt out, disputes will be resolved in the courts identified in Section 24.

23.5 Small claims. Either party may bring an individual action in small claims court for any dispute within that court’s jurisdiction, instead of arbitration.

23.6 Class action waiver. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY MAY BRING A CLAIM AS A PLAINTIFF OR CLASS MEMBER IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. If this waiver is found unenforceable as to a particular claim, that claim will proceed in court and the remaining claims will be arbitrated.

23.7 Batching of similar claims. If twenty-five (25) or more demands for arbitration of a substantially similar nature are filed by or with the assistance of the same counsel or coordinated entity, the demands will be administered in batches of no more than fifty (50), each batch treated as a single arbitration with a single arbitrator and a single set of filing fees, with a single filing fee allocation per batch. The parties will cooperate with the AAA to implement this protocol, and any statute of limitations is tolled for demands held for a later batch.

23.8 Fees and costs. Filing, administrative and arbitrator fees are governed by the applicable AAA rules. For consumer disputes, Workee will pay all such fees that exceed what you would pay to file in court. Each party bears its own attorneys’ fees unless the arbitrator awards them under applicable law. The arbitrator may award any relief available in court on an individual basis, including injunctive relief specific to that party.

23.9 Confidentiality and severability. The parties will keep the existence and content of any arbitration confidential except as required by law. If any part of this Section other than Section 23.6 is held unenforceable, it will be severed and the remainder of this Section will continue in effect.

24. Governing Law and Venue

This Agreement is governed by the laws of the State of California, USA, without regard to its conflict of laws rules, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to Section 23, the state and federal courts located in San Francisco, California have exclusive jurisdiction over any dispute not subject to arbitration, and each party consents to that jurisdiction and venue. Nothing in this Section limits any non-waivable right you hold to bring proceedings in the courts of your country of residence under applicable consumer protection law.

25. General Provisions

25.1 Assignment. You may not assign this Agreement without Workee’s prior written consent, except to a successor in connection with a merger, acquisition or sale of substantially all assets, on written notice. Workee may assign this Agreement freely. Any prohibited assignment is void.

25.2 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise or employment relationship.

25.3 No third-party beneficiaries. There are no third-party beneficiaries to this Agreement, except that the Workee entities named in Section 21.1 may enforce that Section.

25.4 Notices. Workee may give notice by email to the Account Owner’s registered address or by posting in the Services. Legal notices to Workee must be sent to legal@workee.ai and, where an address is required, to Workee Inc., 360 NW 27th Street, Miami, FL 33127, USA. Notice is deemed given on the day of sending for email and on posting for in-product notices.

25.5 Waiver and severability. No failure to exercise a right is a waiver of it. If any provision is held invalid or unenforceable, it will be limited or severed to the minimum extent necessary and the remainder will continue in full force.

25.6 Export and sanctions. You represent that you are not located in, and will not use the Services in, a country or region subject to comprehensive US sanctions, and that you are not on any US denied-party or sanctions list.

25.7 US Government users. The Services are “commercial computer software” under FAR 12.212 and DFARS 227.7202, licensed to US Government end users with only the rights granted to all other users.

25.8 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” References to a section include its subsections.

25.9 Language. These Terms are drafted in English. Any translation is provided for convenience, and the English version controls.

26. Contact Information

Workee Inc.

Registration / EIN 36-4999250

360 NW 27th Street, Miami, FL 33127, USA