WORKHOUND APPLICATION
CUSTOMER TERMS OF SERVICE

Updated December 28, 2023

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY BEFORE ACCESSING ANY PART OF THE WEBSITE OR APPLICATION.

These terms of service (these “Terms” or “Agreement”), together with the WorkHound Master Agreement and Order Form, or any other contractual documents between you and WorkHound (collectively the “Contract Documents”), into which these Terms are incorporated as if fully set forth therein, govern the relationship between WorkHound, Inc. (“WorkHound”, “us”, or “we”) and companies that wish to engage with WorkHound to obtain information about their industry and information pertaining to their employees or contractors who utilize the WorkHound website or mobile application. All of the products and services described in these Terms and Contract Documents, as well as any other products or services offered by WorkHound to such companies, at any time, shall be referred to herein as a “Service” or “Services”. To use the Service, you, the company (“You”, “Your”, “Customer”, or “Company”), must read and accept all of the terms and conditions in these Terms. Except as otherwise stated in these Terms, in the event of any conflict between these Terms and other information provided by WorkHound in any manner, these Terms shall control with respect to your use of the Services. BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS, CONDITIONS, AND NOTICES CONTAINED IN THESE TERMS, JUST AS IF YOU HAD SIGNED THESE TERMS.

In consideration of You being provided access to the Services and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, You hereby agree as follows:

1. DEFINITIONS. All terms not defined above or in the body of these Terms will have the meaning ascribed to them below.

1.1 “Authorized User” means individual who is an employee or contractor of a Customer authorized by Customer to access the Customer’s WorkHound Services or Reports created thereby pursuant to the Customer’s rights under the Contract Documents.

1.2 “Customer Data” means any content or information submitted by or on behalf of Customer, Customer’s employees or contractors, or any Authorized Users in relation to the Services, including Personal Data.

1.3 “Confidential Information” means any non-public material or information relating to a party which it discloses or makes available to the other party under this Agreement, including, by way of example, software (both source code and object code), documents, inventions, processes, designs, finances, or other non-public information or trade secrets that such disclosing party treats as proprietary or confidential.

1.4 “Data Protection Laws” means any applicable Laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, processing or transfer of the Personal Data or that govern the rights of Authorized Users or other data subjects with regard to that Personal Data.

1.5 “Documentation” means the technical materials provided by WorkHound to Customer or Authorized Users in electronic form regarding the use and operation of the Services, as may be updated from time to time by WorkHound.

1.6 “Law(s)” means with respect to any party, in each case to the extent applicable to such party, its property, the Services or in connection with this Agreement, any federal, national, provincial, state, county, municipal or local law, ordinance, statute, rule, regulation, code, policy, notice, treaty, judgment, executive order, decree, injunction, permit, issuance or other determination or finding of any governmental authority which is legally enforceable by a governmental entity.

1.7 “Master Agreement” means the WorkHound Master Agreement and Order Form with the Customer pursuant to which WorkHound agrees to provide Customer and its Authorized Users access to the Services in exchange for remuneration.

1.8 “Personal Data” means any information relating to an identified or identifiable natural person, and all information that is “personal data,” “personal information,” or “personally identifiable information” under applicable Data Protection Laws.

1.9 “Processing” (including “Process”, “Processes”, “Processed”, and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.

1.10 “Reports” means any data analyses, output or reports from the standard features and functionalities of the Services containing data or other information pertaining to the Customer, including any reports containing billing or coding suggestions.

1.11 “Services” means WorkHound’s software tools and modules accessed by any Authorized User as well as any services or Reports provided by such tools and modules to the user thereof.

2. LICENSE RIGHTS AND RESTRICTIONS; AGREEMENT TERMS.

2.1 WorkHound Services. Subject to these Terms, WorkHound grants you a limited, non-sublicensable, nontransferable license during the Term, and in accordance with the restrictions set forth in Section 2.3: (i) to access and use the Services and Reports in accordance with the Documentation, these Terms, and the Contract Documents solely for the internal business purposes of the Customer; and (ii) to use and reproduce a reasonable number of copies of the Documentation solely to support your use of the Services for Customer’s internal business purposes.

2.2 Storage. WorkHound may create reasonable limits within the Services on your use and storage of Customer Data, such as limits on file size, storage space, processing capacity, and similar limits described in the Documentation and as otherwise determined by WorkHound. WorkHound is not the designated record holder for any Customer Data stored or collected by WorkHound in connection with the Services. Customer Data may be deleted by WorkHound if any applicable Services are terminated in accordance herewith or WorkHound no longer needs the Customer Data to provide the Services to Customer.

2.3 Restrictions. You may only use the Services in accordance with these Terms and the Contract Documents. You expressly agree that you shall not: (a) use the Services for any illegal, unauthorized or otherwise improper purposes or to enable, further, assist with or participate in any of the foregoing; (b) remove any legal, copyright, trademark or other proprietary rights notices contained in or on the Services or Documentation; (c) sublicense, sell, lease, share, transfer, sublicense or fail to protect the confidentiality of the Services; (d) use the Services in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Documentation; (e) attempt to gain unauthorized access to the Services; (f) modify, create derivative works of, reverse engineer, reverse compile, or disassemble the Services; (g) use or access the Services for purposes of (i) building a competitive product or service, (ii) building a product or service using similar ideas, features, functions, artistic expression, workflows, aesthetics or graphics of the Services, or (iii) copying any ideas, features, functions or graphics of the Services; or (h) use or access the Services for the purpose of monitoring the performance or functionality of the Services, for competitive or other benchmarking purposes.

2.4 Agreement. In order to utilize the Services, You must designate the Services to be received and agree to the fees to be charged to You in the order documentation. You also must register with the WorkHound website by providing information including contact information, a username, and password. You will protect Your password and take full responsibility for Your own and third party activities that occur under Your account. You agree to notify WorkHound immediately of any unauthorized use of Your account or any other breach of security.

2.5 Payment. The payment terms and amount due by You to WorkHound in exchange for the Services will be communicated to You and agreed upon through completion of the appropriate order form(s) on the Website or as set forth in the Contract Documents. You will receive an invoice at the interval set forth in the order form, on the Website or as set forth in the Contract Documents detailing the fees charged to You for Services provided to You. Payment of such invoice shall be charged on the invoice date to the credit card provided by You to WorkHound as part of the registration process, or made by other payment method as approved in writing by WorkHound. If the credit card You provide is unable to accept the relevant charge or other payment method is declined, late, or unavailable, interest shall accrue on any outstanding balance at the lower of (a) 1.5% per month, or (2) the highest rate allowed under applicable law. All charges for the Services will be net of applicable taxes. In addition to the Service charges and fees, You shall also be responsible for all taxes assessed in connection with the Services, including any foreign, federal, state, or local taxes and charges assessed in connection with a Service, including, without limitation, all governmental excise, use, sales, value-added, and occupational taxes and other fees, or other similar surcharges and levies (including, without limitation, universal service fund charges or equivalents), but excluding any taxes based on a party’s net income (“Taxes”). You agree that You are solely responsible for collection and payment of any and all Taxes that You are required to pay to any taxing authority in connection with Your sale or use of the Services, and You shall indemnify us for any losses, liabilities, costs, and expenses incurred as a result of a breach by You of this section.

2.6 Remedies for NonPayment. If any amount that is not disputed in accordance herewith is past due, Company shall pay interest on the overdue balance at the rate of 1.5% per month or the maximum permitted by law, whichever is less, plus all expenses of collection, including reasonable attorneys fees and costs. In addition to its other remedies hereunder or otherwise available at law or equity, WorkHound shall be entitled to withhold performance and suspend Company and its Authorized Users’ access to the Services until all past due amounts are paid in full to WorkHound.

3. TERM AND TERMINATION.

3.1 Term and Termination. These Terms shall commence on the date you first access the Services and continue until the Customer’s access to the applicable Services is terminated in accordance with the Contract Documents (the “Term”). Additionally, WorkHound may terminate or suspend your access to the Services at any time upon (a) your breach of any of these Terms or the Contract Documents, (b) upon the occurrence of any event where WorkHound is permitted to terminate or suspend Customer’s access to the Services pursuant to the Contract Documents, or (c) the request of Customer.

3.2 Survival of Certain Terms. The provisions of Sections 2.3, 2.6, 3.2, 4, 5, 6, 7, 8, 9 and 10 of these Terms shall survive the expiration or termination of this Agreement.

4. INTELLECTUAL PROPERTY.

4.1 Services. WorkHound will retain all right, title, and interest in and to the Services, De-Identified Data, and Usage Data (and all intellectual property rights therein), except with respect to the licenses granted herein. No implied license is granted in or to any of the foregoing.

4.2 Customer Data. WorkHound will have a non-exclusive, worldwide, royalty-free and fully-paid license (a) during the Term, to use the Customer Data as reasonably necessary for WorkHound’s provision of access to the Services hereunder, and (b) during and after the Term, to de-identify and aggregate the Customer Data (“De-Identified Data”) and use such De-Identified Data for any lawful purpose, provided that any such use does not identify Customer, Customer’s employees or contractors, or any Authorized User as the source or subject of such De-Identified Data. As between you, Customer and WorkHound, Customer will retain all right, title and interest in and to the Customer Data (and all intellectual property rights therein) except with respect to the licenses granted herein. No implied license is granted in or to any of the foregoing.

4.3 Usage Data. You agree that WorkHound may collect anonymized usage data relating to your use of the Services (“Usage Data”). WorkHound may use such Usage Data to improve the performance of the Services or for any other purpose provided that WorkHound does not specifically identify you or Customer or otherwise disclose Customer Confidential Information.

4.4 Feedback. You agree that submission of any ideas, suggestions, recommendations and/or feedback (collectively, “Feedback”) is at your discretion and that WorkHound has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You hereby grant to WorkHound a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of and otherwise use any and all Feedback.

4.5 Copyrights/DMCA Notice. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringe your copyrights, you may request removal of those materials (or access to them) by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:

  1. Your physical or electronic signature.
  2. Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works, a list of such works.
  3. Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
  4. Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  5. A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
  6. A statement that the information in the written notice is accurate.
  7. A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:

Joe Leo
Legal Counsel to WorkHound, Inc.
BrownWinick Law Firm
666 Grand Avenue, Suite 2000 Ruan Center
Des Moines, IA 50309
(515) 242-2400
joe.leo@brownwinick.com

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Services is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

If you believe that material you posted to the Services was removed or access to it was disabled by mistake or misidentification, or that you have the appropriate authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use any material that you uploaded or used, you may file a counter-notification with ss (a “Counter-Notice”) by submitting written notification to our copyright agent designated above. Pursuant to the DMCA, the Counter-Notice must include substantially the following:

  1. Your physical or electronic signature.
  2. An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
  3. Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  4. A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
  5. A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided the agent designated above with the complaint at issue.

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten (10) business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. We reserve the right to disable and/or terminate the accounts of users who violate our Copyright Policy and take all other legal actions in our discretion.

5. CONFIDENTIALITY.

5.1 Ownership. The parties acknowledge that each party will have access to certain of the other party’s Confidential Information or Confidential Information of third parties that the disclosing party is required to maintain as confidential. Both parties agree that all items of Confidential Information are proprietary to the disclosing party or such third party, as applicable, and will remain the sole property of the disclosing party or such third party.

5.2 Mutual Obligations. Each party agrees as follows: (i) to use the other’s Confidential Information only for the purposes described in these Terms or ; (ii) that such party will not reproduce the other’s Confidential Information and will hold in confidence and protect such Confidential Information from dissemination to, and use by, any third party; (iii) that, except as required in performance of a party’s obligations under these Terms, neither party will create any derivative work from Confidential Information disclosed to such party by the other party; (iv) to restrict access to the other’s Confidential Information to such of its personnel, agents, and/or consultants, if any, who have a need to have access and who have been advised of and have agreed in writing or are otherwise bound to treat such information in accordance with these Terms; and (v) to return or destroy all Confidential Information of the other party in its possession upon termination or expiration of these Terms.

5.3 Exceptions. Notwithstanding the foregoing, the obligations in Section 5.2 above will not apply to Confidential Information that (i) is publicly available or in the public domain at the time disclosed; (ii) is or becomes publicly available or enters the public domain through no fault of the recipient; (iii) is rightfully communicated to the recipient by persons not bound by confidentiality obligations with respect thereto; (iv) is already in the recipient’s possession free of any confidentiality obligations with respect thereto at the time of disclosure; (v) is independently developed by the recipient; or (vi) is approved for release or disclosure by the disclosing party in writing without restriction. Notwithstanding the foregoing, each party may disclose the other’s Confidential Information to the limited extent required (x) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order will first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (y) to establish a party’s rights under this Agreement, including to make such court filings as it may be required to do.

5.4 Injunctive Relief. In the event of an actual or threatened breach of Sections 4 and 5 of these Terms, you acknowledge that WorkHound will sustain irreparable harm and shall be entitled to injunctive relief without posting a bond and without prejudice to or waiver of all other remedies at law or in equity.

6. CUSTOMER DATA.

6.1 Warranties. You are solely responsible for the accuracy, quality and legality of any Customer Data that you submit to the Platform and will ensure that all information is accurate, complete and truthful and that all use of Your use of the Services is completed in accordance with all applicable Laws. You are responsible for obtaining from your employees and contractors all necessary rights and consents and providing all required notices for WorkHound to use Customer Data for the purposes set forth in these Terms and the Contract Documents. You represent and warrant that any Customer Data provided to WorkHound shall not (a) infringe any copyright, trademark, or patent; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage WorkHound’s system or data; and (e) otherwise violate the rights of a third party. WorkHound is not obligated to back up any Customer Data. Your use of the Services contrary to or in violation of the representations and warranties in this Section 6.1 constitutes unauthorized and improper use of the Services.

6.2 Authorization. You represent, warrant and covenant that You have, and shall throughout the Term of this Terms shall have a valid legal basis for WorkHound’s Processing of Customer Data. Upon WorkHound’s reasonable request, you shall provide information sufficient to demonstrate the foregoing to WorkHound’s reasonable satisfaction.

6.3 Regulatory Approvals, Notices, and Consents. You are solely responsible for providing all required notices and obtaining all consents and regulatory approvals for: using the Services for any of Customer’s internal business purposes, providing Customer Data through the Services and authorizing WorkHound to Process Customer Data as contemplated by these Terms, in accordance with all applicable Laws. WorkHound may provide reasonable assistance to respond to or to assist You in responding to any regulatory body inquiry or request for information regarding the Services.

6.4 Duty to Review. WorkHound does not guarantee the accuracy of the Services or any Reports. It is Your obligation to review the Reports and confirm that they are true, accurate, and compliant with applicable Laws prior to using or acting on any such suggestions. The Services and the Reports are not a substitute for Your professional and independent judgment.

6.5 Privacy. WorkHound’s collection, use, and processing of your personal information shall be governed by WorkHound’s privacy policy. WorkHound, and any subprocessors to which WorkHound has provided Your contact information, may contact You via any method of communication You submitted through the Services, including, but not limited to, email, cell phone, or text message. By providing WorkHound Your contact information, You agree to receive communications from WorkHound or other its subprocessors who obtain Your contact information from WorkHound.

6.6 Illegal or Unauthorized Activity. In the event WorkHound believes you are utilizing the Services for illegal or unauthorized practices, WorkHound reserves the right to temporarily suspend your access to the Services until such conduct is remedied to the satisfaction of WorkHound. WorkHound will notify you in writing by email within ten (10) days of its determination to suspend your access. WorkHound may resume your access to the Services in the event you provide satisfactory assurances that you are not engaged in illegal or unauthorized practices.

6.7 Security. You will be responsible for all changes to and/or deletions of Customer Data made by You and the security of all passwords and login information required of You in order for you to access the Services. You will be responsible for any acts or omissions occurring with respect to Your account, including those that are in breach of these Terms or the Contract Documents.

7. WARRANTIES.

7.1 Mutual Representations and Warranties. Each party represents and warrants to the other that: (i) it has the authority to enter into and perform the duties and obligations described in these Terms; (ii) the performance of its obligations and duties described in these Terms does not conflict with any other agreement to which it is a party; and (iii) it shall comply with all laws and regulations applicable to its performance hereunder.

7.2 By WorkHound. WorkHound does not represent or warrant and expressly disclaims any warranty that (i) Reports or any information provided by the Services will be accurate, (ii) the Services will be error-free or accessible at all times, (iii) defects will be corrected, (iv) the Service or the server that makes it available, are free of viruses or other harmful component, or (v) the use or the results of the use of the Services or the materials made available as part of the Services will be correct, accurate, timely, or otherwise reliable. Further, WorkHound expressly disclaims any representation or warranty relating to any products, services, or methods displayed, described, advertised, reviewed, recommended, linked to, or pictured on the Services. WorkHound does not endorse any such products, services, or methods that will meet the user’s needs, are appropriate for any particular use, or are of any certain quality. Likewise, WorkHound does not guarantee that any product or service descriptions, reviews, portrayals, specifications, or the like are accurate. Under no circumstances will WorkHound be responsible for any loss or damage resulting from any person’s reliance on any such product or service descriptions, reviews, or specifications. If You access the Services, or any of the related Services through a mobile device, Your wireless service carrier may charge You data rates and related fees.

7.3 Disclaimer. THE SERVICES ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY WORKHOUND EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. WORKHOUND DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, THAT THE OPERATION OF THE WEBSITE OR APP WILL BE UNINTERRUPTED, AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION, PRODUCTS, OR SERVICES PROVIDED THROUGH THE SERVICES. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TERMS AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICES. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, WORKHOUND DOES NOT MAKE, AND WORKHOUND EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THESE TERMS OR THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, TITLE, ANY WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE, AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION.

8. INDEMNIFICATION.

8.1 Scope. You will indemnify, defend and hold harmless WorkHound and its respective shareholders, directors, officers, employees, agents and representatives (collectively, the “WorkHound Indemnitees”) from and against any and all claims, demands, suits, proceedings, actions, damages, losses, expenses, costs and fees (including reasonable attorneys’ fees and court costs) (collectively, “Claims”) made or brought against a WorkHound Indemnitee by a third party alleging (a) WorkHound’s use of any Customer Data submitted by you as permitted hereunder, infringes or misappropriates any intellectual property rights of a third party, (b) alleging a basis for liability arising out of or in connection with any breach by you of your obligations, representations or warranties hereunder, or (c) any Processing by WorkHound of Customer Data submitted by you as authorized under these Terms. Your indemnification obligations set forth in this Section 8.2 will be reduced by the amount, if any, of WorkHound’s indemnification obligations under Section 8.1.

8.2 Procedure. The party seeking indemnification under this Section 8 will (a) provide prompt written notice to the other party of any claim for which indemnification is sought, (b) permit the other party to control the defense and settlement of the claim (provided that the consent of the party seeking indemnification will be required in the event of any settlement or stipulation admitting fault or liability by the party seeking indemnification), and (c) reasonably cooperate (at no out-of-pocket expense to the party seeking indemnification) with the other party in the defense and settlement of the claim. The party seeking indemnification will be permitted to participate in the defense and settlement of the claim with counsel of its own choosing and at its own expense.

9. LIMITATION OF LIABILITY. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR LOST REVENUES OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES WHETHER BASED ON STATUTE, CONTRACT, TORT OR OTHER THEORY OF LIABILITY AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO EITHER PARTY’S LIABILITY OR OBLIGATIONS UNDER: (A) SECTIONS 4, 5 OR 6 (EXCEPT, IN EACH SUCH CASE, TO THE EXTENT THE CLAIM FOR LIABILITY ARISES IN RELATION TO A DATA LOSS, DATA BREACH OR SECURITY BREACH), (B) A VIOLATION OR MISAPPROPRIATION OF THE OTHER’S INTELLECTUAL PROPERTY RIGHTS, OR (C) LIABILITY ARISING DUE TO A PARTY’S GROSSLY NEGLIGENT ACTS OR OMISSIONS OR INTENTIONAL MISCONDUCT (EACH, AN “EXCLUDED LIABILITY”). EXCEPT WITH RESPECT TO AN EXCLUDED LIABILITY, WORKHOUND’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT TO YOU WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO WORKHOUND BY YOU DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREIN, REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED IN CONTRACT, MISREPRESENTATION, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.

10. GENERAL TERMS.

10.1 Governing Law; Litigation Claims. These Terms will be governed by and construed in accordance with the laws of the State of Iowa. Any dispute, claim, or controversy arising out of or relating to these Terms, the Contract Documents or the Services, including, without limitation (a) claims relating to the breach, termination, enforcement, interpretation or validity of these Terms, (b) claims alleging tortious conduct (including negligence) in connection with the negotiation, agreement to or performance of these Terms. These Terms must be brought in a federal court for the Southern District of Iowa or in state court in Polk County, Iowa, and each party irrevocably submits to the jurisdiction and venue of any such court.

10.2 Hyperlinks, Third Party Sites. The Services may use or provide access to one or more third-parties to process payments, process account enrollment information, facilitate purchases of products or services, or provide other services. The use of such third-party services are subject to the third-party’s terms of service. Any disputes arising regarding a third-party’s services must be resolved directly between user and the third-party. A link from the Website or App to a non-WorkHound website does not mean that WorkHound endorses or accepts any responsibility for the content, functioning, policies, or use of such website, and You enter any such website at Your own risk. It is Your responsibility to take precautions to ensure that whatever websites or other online materials that You select for use are free of viruses and other items of a destructive nature. Additionally, we suggest You review the linked site’s terms of service and privacy policy, and if You do not agree to be bound by the terms of that site, terminate Your visit to that site. We are not responsible for the privacy policies and practices of the sites operated by our business partners or other third parties. WorkHound also prohibits unauthorized hypertext links to the Website or App or the framing of any content available through the Website or App. WorkHound reserves the right to disable any unauthorized links or frames. WORKHOUND DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS REGARDING ANY THIRD-PARTY SERVICES OR SITES.

10.3 Relationship Between the Parties. Nothing in these Terms will be construed as creating a partnership or joint venture of any kind between the parties and neither party will have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

10.4 Modifications. These Terms may be updated and modified by us from time to time without notice to you by posting revised Terms to WorkHound’s website. Your continued use of the Services after we publish any change to these Terms, whether or not we send out a notice about the change, means that you have agreed to the updated Terms.

10.5 Export. You acknowledge and agree that products, services or technology provided by WorkHound are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer WorkHound products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

10.6 Force Majeure. Neither party will be liable to the other for failure to fulfill obligations hereunder if such failure is due to causes beyond its control, including, without limitation, acts of God, earthquake, fire, flood, embargo, catastrophe, sabotage, utility or transmission failures, governmental prohibitions or regulations, national emergencies, insurrections, riots or wars, or viruses which did not result from the acts or omissions of such party, its employees or agents, strikes, work stoppages or other labor difficulties (“Force Majeure Event”). The time for any performance required hereunder will be extended by the delay incurred as a result of such Force Majeure Event.

10.7 Miscellaneous. The titles, headings and subheadings used throughout these Terms are intended solely for convenience of reference and form no part of the terms of these Terms. If any provision of these Terms is found by a court of competent jurisdiction to be illegal, void or unenforceable, such provision will be construed so as to render it enforceable and effective to the maximum extent possible in order to carry out the intention of these Terms; and if such provision is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby. Except as expressly set forth in these Terms, nothing in these Terms is intended or will be construed to confer upon or give to any party other than the parties to these Terms any rights or remedies under or by reason of these Terms.

10.8 Entire Agreement. These Terms, together with the Contract Documents, constitute the entire agreement between the parties with respect to the subject matter hereof. These Terms supersede any and all prior proposals (oral and written), understandings and other agreements between the parties, which relate to the subject matter of these Terms. A party’s waiver of any breach of these Terms by the other party will not constitute a waiver of any rights or any subsequent breach of the same or different provision thereof. To be enforceable, a waiver must be in writing signed by a duly authorized representative of the waiving party.

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