WorkPaper Privacy Policy
Effective date: January 2, 2024

This Privacy Policy applies to Seattle Program and Process LLC, doing business as (dba) WorkPaper, WorkPaper,app, Work Paper (collectively, “WorkPaper”). It governs our collection and handling of personal information about you (“You,” “Your” or “Yourself”) when You interact with Us through any websites, applications, promotions, products, and services offered by WorkPaper collectively, the “Services”), including all those that link to this Privacy Policy, as well as any any surveys, rewards, promotions, sweepstakes, contests, referrals, or other marketing activities conducted by WorkPaper Services (collectively “ Marketing”). This Privacy Policy does not apply to business information You might provide. When You share information with Us, or bring over information from third parties (like a bank or accounting software provider), We use that data together, not just within the individual offering(s) You’re using, such as WorkWise and Ava Advisor.

If you are a resident of California, you are entitled to certain Policies and disclosures regarding our collection and use of your personal information at or before the time of collection. You may review the disclosures that are required by a California Policy at Collection here.

WorkPaper leverages the use of artificial intelligence to provide certain services to include the use of WorkPaper designed smart chatbots, or ‘smartbots, in fulfilling our SERVICES. You may review the full disclosure of our use of artificial intelligence here.

Capitalized terms not defined in this Privacy Policy have the meanings given to them in Our terms of service that apply to the Services that You use. Please review this Privacy Policy carefully.

WorkPaper will share Your information only as described in this Privacy Policy, or as permitted by law. WorkPaper will not sell, lease, rent, or trade Your personal information to any third party for that party’s marketing or promotional purposes, unless You give Your consent.

By continuing to use the Services or participating in Marketing after being provided with this Privacy Policy, You consent to WorkPaper ’ policies and practices as described herein.

I. INFORMATION WE COLLECT AND THE SOURCES FROM WHICH WE COLLECT IT
WorkPaper collect information about You from:

You;
Your use of the Services or Your participation in Marketing; and
Third parties.
The Services You use and how You use them dictate the information We collect.

A. Information We Collect from You
We collect information from You when You use the Services, contact Us for support, or provide Us with feedback on the Services. As new products, services, or features are offered on the platform, We may collect new and different types of information from You when You use the Services or contact Us in connection with Your account. The information We receive about You depends on the context of Your interactions with Us, how You configure Your account, the choices that You make, including Your privacy settings, Your location and applicable law.

Account information. When You sign up for an account or register as a User, We collect contact and identifying information about You, including but not limited to: Your name; work address; phone number; email; and Organization information, including company name and address, formation documents, Organization revenue, financial data from common profit and loss statements, balance sheets, cash flow statements, and other financial data granted permission via integration with 3rd party accounting software companies, phone number and business email address. We may require You to provide device information to receive multi-factor authentication.
Information about Your Users, Customers, Employees and Vendors. We may collect information from You about Your Users, Customers, Employees and/or Vendors, including but not limited to name, address, email address, phone number, financial information, which may be based on Your use of the Services (e.g. when You sync the Services with Your accounting and/or payroll vendors), and payment instructions.
Payment transaction information. When You request, make, receive, record, or otherwise process a payment or reimbursement through the Services, We collect information about the transaction and the transacting parties, such as the date, time and location(s) of the transaction, identifying information of the sender and recipient, the payment or transfer amount(s), bank account information for the sender and/or recipient, a description of the transaction, and any Fees charged by the WorkPaper .
Feedback. We collect information that You choose to provide to Us in connection with Your feedback about the WorkPaper or the Services, including through Your use of the Services or Your participation in Marketing.
Online forms. We collect the information that You provide to Us through online forms, including but not limited to forms on Our Website or social media forms, such as webinar sign-up forms or LinkedIn forms.
Marketing participant information. We collect the information that You provide voluntarily in connection with Your participation in Marketing, including but not limited to engagement with event booths, sweepstakes, contests, promotions, awards, surveys, and referrals.
Other. When You use the Services or otherwise engage with the WorkPaper , even if You do not establish or use an Account, We may collect information about You, such as name, email address, phone, and mailing address. We may also collect information from You when You visit our Website.
B. Information We Collect from Your Use of the Services
Device information. We collect information about Your device when You install, access, or use the Services on that device. The device information that we collect may include: IP address; hardware model; operating system information; unique device identifier and other technical identifiers; app version; browser information; device or browser preferences; and mobile network. Geolocation. We collect the location of the device that You are using to access the Services.
Cookies and similar technologies. We, Our service providers, and third party partners may use tools such as cookies, web beacons, pixels, and similar technologies (collectively “cookies”) to collect information about You and Your use of the Services. We use cookies so we can provide the experiences You request, recognize Your visits, track Your interactions, and improve Your and other customers’ experiences. Our use of cookies typically fall into one of the following general categories:
‍Essential cookies are necessary for the operation of Our Website, the Services, and applications. Without these cookies, Our Website and Services will not perform as smoothly for You as We would like, and We may not be able to provide certain core functions and features, as well as identify irregular or fraudulent behavior and improve security of the Services.
Functional cookies allow Us to provide You with a more personal experience and avoid having You to re-enter your preferences every time You visit our Services by, for e.g. remembering Your login details, ensuring the security of Your account when logged-in, and operating the Website and Your account according to Your choices.
You have control over some of the information We collect from cookies and how We use it. Please see Section V (“Your Choices and Personal Information Rights”) for more information.
Services use information. We collect information about how You access and use the Services, including but not limited to: Your IP address; the domain name of the Internet Service Provider You use; the date(s) and time(s) You access the Services; the pages You access and view; any term(s) You search; unique device identifiers.
Information from third parties You choose to interact with through the Services. We collect information about You from third parties with whom You interact through the Services, including but not limited to Your Vendors or Customers. We may also collect information about You from third party services that are supported by, sync, or integrate with the Services, including but not limited to third-party data entry services or accounting and payroll software providers.
C. Information We Collect about You from Third Parties
We may obtain information about You from third parties where permitted by applicable law. We protect and process information obtained from those parties as described in this Privacy Policy, consistent with any additional restrictions imposed by the source of the information. Our sources may vary over time and depend upon how You use the Services.

Other Users. We may receive information about You from other Users, such as Your accountant, bookkeeper, Your employer, or other business customers using the Services. For example, others may be able to input information about You–e.g., one of WorkPaper’s customers may share information about You with Us in order to use and benefit from the Accounts Receivable or Accounts Payable Services. We may also collect such information through features like referral programs.
Identity verification providers. We collect information about You, such as contact details, Organization information, and financial details, from third party identification verification providers. This may include email and telecommunication providers.
Publicly-available and third-party sources. We collect information about current and prospective Users of the Services from publicly and/or commercially available services, including but not limited to lead generation services, providers of customer and lead data, and marketing partners, as well as enriched data about visitors to Our Website, all as permitted by law.
Joint offering partners. We may offer co-branded services or experiences or engage in joint-marketing activities with others, including through online or live events, and will receive information about You or Your Organization from these partners.
Third parties that You connect to the Services. If You choose to sync or connect an external account/service with Your account, we will receive information from that account/service according to Your settings with that account/service.
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II. HOW WE USE THE INFORMATION WE COLLECT
We use the information that We collect for purposes of:

providing or facilitating the Services;
improving the Services;
maintaining the security of the Services and Our Network;
marketing Our products and Services and other products and services offered through the Our platform (unless You choose to opt out); and
as required or permitted by law.
A. To Provide or Facilitate the Services
Registering Your Account. When You create an account or enroll as a User, we use the information We collect about You, including any identifying information or financial information, for purposes related to the review, establishment, provision, administration, maintenance and monitoring of Your Account or Your use of the Services. We also use this information to verify Your identity and Your eligibility to use the Services, and to comply with applicable law.
Providing or facilitating the Services to You. We use the information We collect about You, together with information You provide about Your Customers, employees and Vendors and the content that You upload to the Services, to provide the Services to You. We also use Your information to facilitate transactions requested by You and to provide You with transaction history and account information.
Providing customer service and technical support. We use Your information, including Your name, phone number, email address, account number, payment history and device information, to process and respond to Your requests or inquiries, and to provide You with customer service, technical support, or software updates.
Communicating with You. We use Your information to communicate with You, including by e-mail, SMS, push notification or phone, about the Services or Your account, and to provide You with security, technical, support, and administrative messages, including for purposes of multi-factor authentication.

When contacting You by phone, We may use, and You consent to receive, as permitted by applicable law, informational autodialed calls and text messages, as described in the terms of service applicable to the Services You use. If You wish to opt out of receiving autodialed calls or text messages from Us, You can contact Our Customer Support by email us at now@workpaper.app. You understand that if You opt out of receiving informational autodialed calls or text messages, such as for multi-factor authentication, You may lose access to certain features and functionalities of the Services, including but not limited to the ability to request or send payments through the Services. We may, without further Policy or warning and in Our sole discretion, where permitted by law, monitor or record telephone conversations between US or Our agents and You or anyone acting on Your behalf, for quality control and training purposes or for Our protection. While Your communications with Us may be overheard, monitored, or recorded, not all telephone lines or calls may be recorded by Us, and We do not guarantee that recordings of any particular telephone calls will be retained or retrievable.
B. To Improve the Services
Improving and developing the Services. We use Your information, including Your payment transaction information and Your feedback to Us, to analyze trends, monitor usage or traffic patterns (including to better understand how You use the Services), develop new products or features, and improve and enhance the Services.
Links to other websites or applications. If You link to a third-party service, website, application, or any services offered through such sites and applications, through the Services, We may track whether the link has been followed to improve the Services, understand how You use the Services, and build and improve Our partnership activities. This Privacy Policy does not apply to and We are not responsible for any third-party websites or applications or any services offered through such sites and applications that are not owned or controlled by Us , including those that link to the Services. To understand how third parties process and protect Your information, We recommend You review their privacy policies, terms of use, and websites.
C. To Maintain a Secure Environment
Protecting Your Account. We use Your information to prevent, detect, investigate, and report fraud, security incidents, errors, unauthorized transactions, or other activities that may violate Our policies or be illegal.
Ensuring the reliability, safety, and security of the Service. We use the information that We collect to secure and protect the integrity of Our Network, prevent unauthorized access to the Services, help diagnose and troubleshoot potential hardware malfunctions, and otherwise secure the Service.
Compliance with the law. We use the information that We collect to comply with and enforce our Terms of Services and all laws and regulations applicable to the Services.
D. Marketing and Promotional Purposes
Marketing and advertising. We use the information that We collect about You to market the Services to You, to communicate with You about products, features, or Marketing. If We send You a marketing email, We will provide You with information on opting out of future marketing emails or communications from Us. If You opt out, We can continue to send You informational communications relating to the use of the Services, such as transaction receipts or administrative messages about Your account. We may also use information about You for Our marketing purposes, including to identify other similar prospective customers who may be interested in the Services.
Referrals. If You refer another person to the Services, we will collect a name and email address for the referral. We will use this information to send an email invitation to use WorkPaper to the person You are referring. We may retain the referral information, but solely for the purpose of tracking the success of Our referral program.
E. As Required or Permitted by Law
We may also use information about You where You have given Us consent to do so for a specific purpose not listed above. As one example, We may publish testimonials or featured customer stories to promote the Services, with Your permission.

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III. HOW WE SHARE OR DISCLOSE THE INFORMATION WE COLLECT
We share or disclose Your information:

within WorkPaper ;
with third parties that You authorize;
with Our service providers and third party partners;
as required or permitted by law; and
with Your consent.
A. Within WorkPaper
We may share Your information within WorkPaper and any affiliates or subsidiaries of Seattle Program and Process LLC for the purposes identified in this Privacy Policy. As the Services grow and expand, including into other countries, we may add to Our corporate family.

B. With Third Parties That You Authorize
With other Users on Your WorkPaper Account. If You are the Administrator for an account, We will share Your information with Your Users in accordance with Your account settings and preferences. If You are a User, the Account Administrator can access certain of Your information and change certain of Your settings, and We may send information about Your Use of the Service to the Administrator.
With Your authorized service providers. If You sign up or authorize Your accountant, payroll or another third party service provider to use or access the Services on Your behalf or to use Your account, including by linking Your account to a Console, we will share Your information with that authorized third party.
With third parties You choose to interact with through Us. We share Your information with third parties that You choose to interact with through the Services, including, but not limited, to Your Vendors or Customers. We may also share Your information with third party services that are supported by and integrate or sync with the Services, based on Your choices and account settings, such third-party data entry services, accounting software providers, payroll providers, or social media sites that link to the Services. This Privacy Policy does not apply to collection, storage, or other processing of Your information by third parties. The privacy practices of third parties, such as accounting software providers or social media sites, are governed solely by their privacy policies and terms of use. To understand how third parties process and protect Your information, We recommend that You review their privacy policies, terms of use, and websites.
Fraud prevention. We may share information about changes to Your WorkPaper account, such as changes to a bank account or to Your address, with Your Vendors or Customers for purposes of fraud prevention and detection.
C. With Our Service Providers and Third Party Partners
With Our service providers. We may share Your information with Our service providers that perform services on Our behalf, as needed to carry out their work for Us, which may include providers of services for identifying and serving advertisements, content or service fulfillment, or providing analytic, archival, auditing, accounting, legal, business consulting, banking, payment, delivery, data processing, data analysis, research, investigation, marketing, website or other technology services. Services provided to Us by these providers include, but are not limited to, identity verification, payment processing, fraud prevention, database management, data storage, web analytics, and marketing services. Service providers are required to implement reasonable privacy and information protection controls to maintain the privacy and security of information provided to them consistent with the privacy practices outlined in this Privacy Policy, and are obligated not to use or disclose Your information for any other purpose or in any manner that is inconsistent with this Privacy Policy.
With Our third party partners. We may share Your information with Our third party partners, depending on how You use the Services
D. As Required or Permitted by Law

As required by law. We will share Your information with third parties as required by law. We cooperate with government, law enforcement, and private third party requests for information as We, in Our sole discretion, determine is reasonably necessary to comply with any applicable law, regulation, government request or legal process, including but not limited to subpoenas.
As permitted by law. We may share Your personal information as permitted by law, including, but not limited to, as We, in Our sole discretion, believe necessary or appropriate to ensure the security and confidentiality of the Services, to prevent, detect or respond to fraud or security incidents, to enforce, remedy, or apply our Terms of Service or other agreements, to respond to claims and legal process, to protect the property or rights of WorkPaper, WorkPaper or a third party, to protect the safety of the public or any person, or to prevent or stop any illegal, unethical or legally actionable activity.
In connection with business transactions or corporate changes. The information that we collect in connection with the Services is a business asset. As a result, We may share or transfer Your information if we enter bankruptcy or are party to a business transaction, such as a merger, acquisition, reorganization, or asset sale without additional prior Policy.
E. With Your Consent
We may share Your information at Your direction or with Your consent.

IV. HOW LONG WE RETAIN INFORMATION
We will retain Your information as long as it is necessary to comply with Our internal records retention and management policies and procedures and to provide You with the Services or administer Your account, or as long as necessary to comply with legal obligations, resolve disputes, reserve legal rights, and enforce agreements.

V. YOUR CHOICES AND PERSONAL INFORMATION RIGHTS
A. Managing Your Account.
When You create an account, You will create an account profile. You have options for managing Your account information and communication preferences within Your account. You can update, change, or correct certain account information and communication preferences at any time by logging into Your account and changing Your account settings. If You have questions about reviewing or modifying Your account information, You may contact Our Customer Support by emailing us at now@workpaper.app

B. Managing Marketing Communications From Us.

We will honor any request from You to opt out of receiving marketing communications, including emails and text messages.

To opt out of receiving marketing emails from Us, click the “unsubscribe” link at the bottom of a marketing email. For marketing text (SMS) messages, reply “STOP” or follow the instructions in the message.

Please note that, even if You choose not to receive marketing communications from Us , We can continue to send You informational communications related to Your use of the Services or Your account

C. Supplemental Privacy Policy

Residents of some states have additional privacy rights. Information on these rights are provided in the following supplemental privacy Policys:

US State Supplemental Privacy Policy
VI. HOW WE PROTECT THE SECURITY OF YOUR INFORMATION
We recognize the importance and confidentiality of Your information, and are committed to protecting the security and privacy of Your information collected through the Services. We have implemented commercially reasonable technical, administrative, and physical security measures designed to protect Your information from unauthorized access, disclosure, use, and modification. Please be aware, however, that no security measures are perfect or impenetrable and We cannot guarantee that Your information under Our control may not be accessed, disclosed, altered, or destroyed by breach of our administrative, managerial, and technical safeguards. Therefore, We encourage You to take adequate precautions to protect Your personal information as well, including never sharing Your WorkPaper password with anyone.

If We learn that Your personal information under Our control is compromised as a result of a breach of security, We will take reasonable steps to investigate the situation and where required by law , notify those individuals or customers whose information may have been compromised and take other steps, in accordance with any applicable laws and regulations.

VII. INTERNATIONAL TRANSFERS
Your information may be transferred to and maintained on computers located outside of Your state, province, country or other governmental jurisdiction where the privacy laws may not be as protective as those in Your jurisdiction. For example, if You are located in the European Economic Area (“EEA”), Canada, New Zealand, or Australia, We may transfer Your personal information to the United States or other countries outside of the country of Your residence. By using Our Services or Website or otherwise providing personal information to Us, You hereby expressly consent to the transfer of Your personal information outside Your country or region.

VIII. Policies TO CONSUMERS
Consumer Privacy Policy

IX. INFORMATION FOR PERSONS UNDER THE AGE OF 18
Persons under the age of 18 years old are not eligible to use, access or otherwise interact with WorkPaper, WorkPaper , or the Services. If we become aware that a person under the age of 18 has created an account with Us or is otherwise using the Services, we will take steps to remove access, disable the account, and delete any information related to that person as soon as reasonably possible and where required by law.

X. UPDATES TO THIS PRIVACY Policy
This Privacy Policy may be updated periodically and will be posted on the Website, with an “Effective Date” at the top of the page indicating when it was last updated and when the changes go into effect. If the applicable law requires that We provide Policy in a specified manner prior to making any changes to this Privacy Policy, We will provide such required Policy. If You object to any changes to this Privacy Policy, You can cancel Your account at any time. By continuing to use the Services or participating in Marketing after being provided with this Privacy Policy, You consent to the updated Privacy Policy.

XI. HOW TO CONTACT US
If You have any questions or concerns about this Privacy Policy or about how We collect, use, or otherwise process Your information, You can contact Our Customer Support by emailing us at either or both: now@workpaper.app and or privacy@workpaper.app

US State Supplemental Privacy Policy

WorkPaper Artificial Intelligence Addendum

WorkPaper Terms of Services and Agreement of Use
Effective Date: January 2, 2024

Agreement Overview

1. The agreement between you (“You,” “Your” or “Yourself”) and WorkPaper (“WorkPaper,” “We,” “Us,” or “Our”) is defined by (1) these General Terms of Service (“Terms”); (2) the Service Schedules and/or Supplements You choose and that are available to You; and (3) the documents and policies incorporated and referenced in these Terms (the “Agreement”). Seattle Program and Process LLC does business as (dba) as WorkPaper.app, WorkPaper, and WP.

This Agreement governs Your use of or interactions with products, services, or other offerings through WorkPaper (collectively, the “Service”), including but not limited to Our Services for the WorkPaper websites (“Website”), WorkPaper mobile applications,Your WorkPaper account and/or any other services, features, functionalities, offers or promotions through WorkPaper. All capitalized terms have the meanings given to them in these Terms, unless otherwise indicated. You should read this Agreement carefully.

2. By electronically accepting this Agreement or by establishing a WorkPaper account or using the Service after the Effective Date of these Terms, You consent and agree to comply with the Agreement including these Terms. Unless You have chosen one of our Supplemental Services which expressly exclude one or more of the following Service Schedules or policies, this Agreement includes and You are consenting to:

Service Schedules to these Terms.

WorkPaper’s Acceptable Use Policy.

3. When You agree to these Terms and accept this Agreement, You do so on behalf of Yourself and any person that You entitle or authorize to use Your WorkPaper account (with You, each a “User” of Your WorkPaper account), as well as on behalf of Your Customer(s) and Your Vendor(s) to the extent provided in these Terms. You are responsible for obtaining all consents and authorizations needed to accept this Agreement for others.

4. USING THE SERVICE ON BEHALF OF ANOTHER. If You use the Service on behalf of another, whether a natural person (an “Individual”) or legal non-natural person or entity (an “Organization”), You represent and warrant that You: (1) are duly authorized and empowered by and for that Individual or Organization to agree to these Terms and accept this Agreement on behalf of the Individual or Organization; and (2) accept this Agreement on behalf of the Individual or Organization, unless the Individual or Organization has a separate paid contract with WorkPaper, in which event the terms of that separate paid contract will control. You also represent and warrant that You are duly authorized and empowered to use the Service on behalf of the Individual or Organization.

5. AGREEMENT TO ARBITRATE. You understand that this Agreement contains an agreement to arbitrate disputes (“Agreement to Arbitrate”), and You agree to the Agreement to Arbitrate as well as the included jury trial and class action waiver.

PART B: GENERAL TERMS

1. Privacy

By enrolling in or using the Service, You acknowledge our Privacy Notice, which governs Our collection, use, sharing, and protection of Your information.

The provisions of the Data Processing Addendum are incorporated herein by reference. The Data Processing Addendum is supplemental to and comprises an integral part of this Agreement, and reflects the parties’ agreement with respect to WorkPaper’s Processing of Personal Data, as those terms are defined in the Data Processing Addendum.

2. Consent to Electronic Communications

Through this Agreement, You consent to accept electronic communications

3. Using the Service

Eligibility to Use the Service. You represent and warrant that: (a) all Users are at least 18 years of age; (b) all Users and Your Organization or Individual, as appropriate, reside in the United States. Users respectively, in which case this section (b) does not apply); (c) You have not previously been suspended or removed from the Service; and (d) You will not use the service primarily for personal, household or family purposes and that you will use the Service primarily for business purposes.

You understand and agree that if You are a corporation, partnership, or other Organization, then Your User(s) may access Your WorkPaper account from outside of the country where You hold Your WorkPaper account. You consent to WorkPaper obtaining Your personal and/or business credit report from a credit reporting agency at account opening and whenever We reasonably believe there may be an increased level of risk associated with Your account.

No Control Over Third-Party Services.

Third Party Service Providers. You grant to WorkPaper and We reserve the right to use third parties to provide or facilitate the Service. If WorkPaper uses third parties to provide or facilitate the Service, We will remain responsible to You for providing the Service under this Agreement.

Account Administrators. Each account registered with WorkPaper (a “WorkPaper account”) must have at least one User in the “Administrator” role to manage and control access to the WorkPaper account. The Administrator may invite and authorize other Users to access, establish login credentials for, and use the WorkPaper account. The Administrator may revoke access and authorization of a User. Information about User(s) and their use of the Service may be provided by Us to the Administrator. If You are an Administrator, You understand and agree that You are responsible for any actions or inactions of a User that are not in compliance with this Agreement. You acknowledge and agree that notice to your Administrator or to the primary email address associated with your account is effective notice on You for any purpose.

Updates to the Service. WorkPaper reserves the right, from time to time to update the Service and/or make new applications, tools, features or functionalities available through the Service, the use of which may be contingent upon Your agreement to additional terms and/or service fees. WorkPaper reserves the right to discontinue the Service, or certain applications, tools, features or functionalities of the Service, for any reason at any time, in WorkPaper’s sole discretion, without WorkPaper incurring any liability to You.

4. Protection of Your Account

4.1 User Account Creation and Login Credentials. To use the Service, You may be required to register a WorkPaper account and/or to enroll as a User. To register a WorkPaper account and/or enroll as a User, You will be required to provide Us with information about Yourself, including but not limited to Your name, address, email address and other contact or identifying information, and about Your Organization or Individual, as appropriate. You agree that the information You provide to Us will be accurate and that You will keep it up-to-date at all times. Users will be asked to create a strong password and provide a device on which to receive a multi-factor authentication code, one-time password or similar authentication token or mechanism (collectively, the User’s “Login Credentials”).

4.2 Control of User Login Credentials. Users are solely responsible for maintaining the confidentiality of Login Credentials. To the extent allowed by law, You accept responsibility for all activities on Your account authenticated through User Login Credentials, including all payment instructions provided to WorkPaper, whether authorized or not. Each User agrees to keep User Login Credentials confidential and secure, and Users will not give or make Login Credentials available, directly or indirectly, to any unauthorized individual. You acknowledge and agree that if Users allow, whether through action or inaction, a person to gain access to Login Credentials, with or without permission, (including, but not limited to, a person that gains access to a User’s Login Credentials in relation to SMS forwarding to email and/or User email password compromise), the User is authorizing that person to use the Service, and You will be responsible for all transactions that result from such access, even if they are unauthorized, fraudulent, or you did not want the transactions performed.

4.3 Security Procedures. You acknowledge and agree that the Our security procedures are a commercially reasonable method of verifying Your identity and payment instructions, providing security against unauthorized payment instructions and fraud, and protecting Your WorkPaper account.

4.4 Lost, Stolen or Compromised Account or Login Credentials. You agree to immediately notify WorkPaper’s Customer Support by emailing us at now@workpaper.app. If You believe that Your WorkPaper account has been compromised or accessed without authorization, or any User’s Login Credentials have been lost, stolen or compromised, or someone has attempted or may attempt to make or request payments through Your WorkPaper account without authorization.

4.5 Responsibility for Payment Instructions. To the extent allowed by law, You agree to be bound by all payment instructions or transactions initiated in compliance with WorkPaper’s security procedures and this Agreement, whether or not authorized. You agree that You will be liable for all losses or payments resulting from (1) the theft, loss, compromise, or unauthorized use of Your WorkPaper account or User Login Credentials and/or (2) any losses or unauthorized payments resulting from any fraudulent or illegal compromise of Your systems or processes. You agree that You will be responsible and liable for payments or transfers containing inaccurate instructions or other errors, unless limited by law.

Upon Your timely report, We may, in Our sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous payments or transfers on Your behalf, but WorkPaper will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.

4.7 Access through Third Party Platforms. If Users choose to access Your account through a third-party platform, You are making a determination that the third-party platform and its login protocol are sufficiently secure to protect User Login Credentials and Your WorkPaper account, and You accept full responsibility and liability if access through the third-party platform leads to the compromise of User Login Credentials or Your WorkPaper account.

5. Rights We Grant to You

5.1 License We Grant to You. Subject to this Agreement, including payment of all Service Fees, WorkPaper grants to You a personal, limited, non-exclusive, non-assignable, non-transferable and non-sublicensable license to access and use the Service, including without limitation the software that enables the Service, together with any updates, bug fixes, help content, and other related materials that WorkPaper provides to You (collectively, the “Software“), solely for Your own use for so long as You are authorized to use the Service. You acknowledge and agree that if You are in violation of this Agreement, WorkPaper may, in its sole discretion and without notice to You, immediately suspend or terminate Your license and/or access to the Service.

5.2 Reservation of Rights by WorkPaper. WorkPaper reserves and retains all rights in the Service not expressly granted to You in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. WorkPaper and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Service and all copies thereof. This Agreement does not give You any rights in WorkPaper’s or its licensors’ intellectual property, including its trademarks or service marks.

6. Restrictions on Use

6.1 Acceptable Use Policy. You represent and warrant that You will not use the Service in connection with any business or industry prohibited under WorkPaper’s Acceptable Use Policy. WorkPaper reserves the right, in its sole discretion, to update or change the Acceptable Use Policy at any time. You are solely responsible for ensuring that Your use of the Service complies with the current Acceptable Use Policy. You acknowledge and agree that if You are in violation of the Acceptable Use Policy, WorkPaper may, in its sole discretion and without notice to You, immediately suspend or terminate Your access to the Service.

6.2 Service for Authorized and Lawful Purposes Only. You agree that You will use the Service only as permitted by applicable law and exclusively for authorized purposes, consistent with this Agreement. You will not, and You will not allow any third party, to:

access, monitor, or attempt to access or monitor any WorkPaper materials, systems, programs, or data that are not available for Your or public use, or in any way not expressly permitted under this Agreement;
copy, reproduce, republish, upload, post, transmit, or distribute in any way, any material or content from the Service, excluding Your User Data and relevant transactional information WorkPaper makes available to You in connection with Your payment transactions using the Service (example: limited third-party customer or vendor information in connection with Your payment transactions);
license, sell, rent, lease, transfer, assign, host or otherwise commercially exploit any Software, APIs, application keys, test accounts, widgets, information and content available with the Service, including the Website, as updated and improved from time to time (collectively, the “WorkPaper Properties”) or any portion of WorkPaper Properties;
remove, destroy or modify any copyright notices, trade names or other proprietary markings contained on or in WorkPaper Properties;
work around any technical limitations in the Software or Service, or decompile, disassemble, or otherwise reverse engineer the Software or Service;
perform or attempt to perform any actions that could interfere with the proper operation of the Software or Service, prevent access to or use of the Software or Service by WorkPaper’s other licensees or users, or impose an unreasonable or disproportionately large load on WorkPaper’s infrastructure;
intentionally distribute malware, viruses, worms, Trojan horses, corrupted files, spyware, adware, or other items of a destructive or deceptive nature through the Service;
perform any fraudulent activity, including but not limited to impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying Your information;
use the Service other than in compliance with all applicable controls of export laws and regulations, and if the Service is provided to You in the United States, You will not export the Service, which may be subject to export restrictions imposed by US law;
use or upload any harmful, obscene, abusive or offensive language through the Service;
modify, translate, adapt, merge, make derivative works of WorkPaper Properties or use or alter any intellectual property of WorkPaper;
use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website;
transfer or assign the rights granted to You under this Agreement; or
otherwise use the Service except as expressly allowed under this Agreement.
6.4 No Assignment or Transfer. You may not assign or transfer the Agreement, in whole or in part, without WorkPaper’s written consent. Any attempted assignment or transfer in violation of this Section or this Agreement will be null and void. WorkPaper may assign its rights or delegate its obligations hereunder without Your consent. Subject to these restrictions, the Agreement will insure to the benefit of the successors and permitted assigns of the parties.

6.5 No Office of Foreign Assets Control (“OFAC”) Sanctions. You represent and warrant that: (a) You are not located in a country or location that is subject to U.S. Government sanctions or embargoes, including Iran, Syria, Cuba, North Korea, and the Crimea region of Ukraine, or are a State Sponsor of Terrorism as defined by the US Department of State, or are a person, group or entity that has been designated by the U.S. Government as a Specially Designated National (SDN); (b) You are not listed on any U.S. Government list of prohibited or restricted parties; and (c) You will not use the Service to send money, either directly or indirectly, to a sanctioned country, person, group or entity.

6.6 No Marketing. If WorkPaper provides You with information about another User of the Service, You acknowledge and agree that You will not use the information for any purpose other than the purpose for which the information is provided to You. You may not disclose, sell, rent, or distribute another User’s information for any purpose unrelated to Your use of the Service. You may not use the information for marketing purposes, unless You separately obtain the appropriate consent of the specific User to do so.

7. Rights You Grant to Us

7.4 Account Termination. WorkPaper reserves the right to suspend or terminate Your account or Your access to the Service at any time, for any reason (including for a violation of this Agreement, the failure to pay applicable Service Fees, or inactivity), in Our reasonable discretion, without WorkPaper incurring any liability to You. If We suspend or terminate Your account or access to the Service, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so and will not be liable for failure to do so.

7.5 Feedback. If You provide any feedback to WorkPaper concerning the functionality and performance of the Service (including by identifying potential errors and improvements), You agree to assign to WorkPaper all rights, title, and interest in and to such feedback, and WorkPaper is free to use such feedback without payment or restriction.

7.6 Marketing. To the extent permitted by law, You agree and consent that WorkPaper may list or identify You as a customer of WorkPaper, including through the use of Your brand or logo, for Our marketing or promotional purposes. You may revoke this consent at any time by changing Your account profile settings, or by contacting WorkPaper Customer Support at now@workpaper.app

7.7 Right to Contact You. As permitted by law, Your use of or interaction with the Service provides Your consent to receive informational calls, marketing calls, and text messages from WorkPaper at any telephone number provided to Us in connection with Your WorkPaper account including by automated means. We may place these calls or texts for any purpose consistent with this Agreement or Our Privacy Policy, including but not limited to providing multi-factor authentication or a one-time password, notifying You regarding Your account, and regarding new account functions, features, and Services, and helping You with Your WorkPaper account, or to resolve a dispute. Standard rates and text charges may apply. You can opt out of receiving calls from WorkPaper at any time by contacting WorkPaper Customer Support at now@workpaper.app.

7.10 WorkPaper Properties. WorkPaper Properties are protected by copyright and other applicable intellectual property rights throughout the world. You agree that WorkPaper owns all rights, title and interest in WorkPaper Properties, including but not limited to, any computer code, methods of operation, moral rights and documentation and, all work produced by WorkPaper, including all changes to, and improvements to the Website.

7.11 Trademarks. The name “WorkPaper” and all related graphics, logos, service marks and trade names used on or in connection with any WorkPaper Properties or in connection with the Services are the trademarks and property of WorkPaper and may not be used without Our permission or as permitted by this Agreement in connection with Your use of the Service. Other trademarks, service marks and trade names that may appear on or in WorkPaper Properties are the property of their respective owners.

9. User Data

9.1 WorkPaper Access to User Data. If You upload, store, share, or otherwise process Your documents, information, data and content (“Your User Data”) or synch Your User Data from Your accounting software to the Service, You consent to WorkPaper’s access and processing of Your User Data in accordance with Our Privacy Notice, this Agreement, the settings on Your WorkPaper account, or the features of the Service You elect to use. WorkPaper reserves the right to remove or delete Your User Data from the Service for any reason, including if Your User Data violates this Agreement or applicable law, in WorkPaper’s reasonable discretion, without WorkPaper incurring any liability to You.

9.2 No Monitoring. You acknowledge and agree that WorkPaper has no responsibility to monitor or police Your use of the Service, including but not limited to communications, information or data transmitted through the Service, such as Your User Data, and WorkPaper will not be responsible for the content of any such communications, data or transmissions. However, WorkPaper reserves the right, at all times, to review, retain and disclose any such information as necessary to ensure compliance with this Agreement or as required or permitted by law.

9.3 WorkPaper Access to Technical Data. You agree that WorkPaper may collect, use and disclose to WorkPaper’s service providers technical data and related information (including but not limited to information about Your device, system and application software, and peripherals), to provide You with the Service, Software updates, product support, risk and fraud management and other services related to the Service, and to track and report Your activity inside of the Service. You understand that WorkPaper may use aggregated and anonymized data for analytics purposes. Please see Our Privacy Notice for more details on how WorkPaper collects, uses, shares and protects Your information.

9.4 No Liability. Subject to Our Privacy Notice, You agree that WorkPaper will have no responsibility or liability with respect to Your User Data that You request or choose to have processed, transmitted, disclosed, or stored in connection with the Service, including with respect to any of Your User Data that You request to have deleted from the Service, other than as provided under this Agreement.

10. Fees and Payment Terms

10.1 Service Fees. Access to the Service, or to certain features of the Service, may require You to pay certain fees applicable to the Service used or subscribed by You (individually and collectively, “Service Fees”), including but not limited to account subscription fees, transaction fees, payment processing fees, and other special services fees. Transaction, payment processing or other special service fees are separate from subscription fees associated with subscription plans. Information on Service Fees can be found on the WorkPaper Website. Service Fees may not be applicable to fees or charges associated with financing products where specific fees, charges, interest and other terms are set forth in your applicable loan agreement. You agree to pay when due all Service Fees applicable to Your use of the Service. You agree that You are responsible for the full amount of applicable Service Fees for each billing cycle in which You use the Service or maintain a WorkPaper account, even if You don’t use the Service during the billing cycle or use the Service for only a portion of the billing cycle. WorkPaper reserves the right to refuse to cancel Your WorkPaper account if Your account is not in good standing or has any overdue Service Fees.

10.2 Changes to Service Fees. WorkPaper reserves the right to change the Service Fees from time to time, in its sole discretion. WorkPaper will provide advanced notice of any material increase of a change in Service Fees. If the increase in Service Fees is not acceptable, Your sole and exclusive remedy will be to stop using the Service and/or cancel Your WorkPaper account, as applicable. By continuing to use the Service after notice of the new Service Fees, You accept all changes in Service Fees. All Service Fees are non-refundable, except in the sole discretion of WorkPaper.

10.3 Payment of Service Fees. You authorize WorkPaper to use the credit or debit card You have provided to Us (as updated by You from time to time), or the bank account associated with Your WorkPaper account (each a “WorkPapering Account”) to automatically charge You, in U.S. dollars, for the Service Fees applicable to Your WorkPaper account or Your use of the Service, plus any applicable taxes. If WorkPaper is unable to charge the WorkPapering Account for any reason, You agree to pay all past due Service Fees and taxes within 5 business days of notice of non-payment from WorkPaper. If amounts owed are not paid within 5 days of that notice, interest will accrue on all past due amounts at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount was due until the date that payment is received. If Your WorkPaper account becomes overdue, WorkPaper will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys’ fees and expenses.

10.4 Taxes. You will be responsible for paying, withholding, filing, and reporting all taxes, including sale and use tax and other governmental assessments now in force, enacted, or imposed in the future associated with Your use of our Services and/or any related transactions, provided that We may, in Our sole discretion, do any of the foregoing on your behalf and seek reimbursement from You for the cost of doing so. You are responsible for filing and providing any Form 1099-Ks to Your Vendors.

If we request that you provide your tax identification number and/or a US tax form such as W-9 or W-8, you must provide this information. If you do not provide us the requested information and documentation, you understand and agree that you may be subject to account limitations and federal and state withholding tax at the applicable rates on all US source income payments received. Where WorkPaper has determined in its reasonable discretion that withholding is applicable, you consent to WorkPaper withhold tax at the applicable rate from payments to you. We will send all withholding taxes to the appropriate taxing authorities and cannot refund those amounts.

10.5 Inactive Accounts. If Your WorkPaper account becomes inactive because You do not process a payment for an extended period of time, or because You have not linked a valid bank account, You may have a balance that is deemed “unclaimed” or “abandoned” under applicable state law. WorkPaper may transfer any such “unclaimed” or “abandoned” funds in Your WorkPaper account as required or permitted by applicable law. As provided by law, WorkPaper may deduct a dormancy fee from any funds transferred under this paragraph.

11. Deactivating a User or Canceling Your WorkPaper Account

11.1 Your Right to Cancel. You may request to deactivate a User or cancel Your WorkPaper account at any time by submitting a request through Your WorkPaper account or at now@workpaper.app

11.2 Effective Date of Cancelation: Subscription Accounts. This section applies to You if Your WorkPaper account is an account with agreed upon subscription Service Fees (“Subscription Account”). Your Subscription Account will automatically renew each billing cycle unless You request to deactivate a User or cancel Your account. You may cancel Your Subscription Account in the manner described above. When You request to deactivate a User, the User deactivation will be effective on the last billing day of the then-current billing cycle for the Subscription Account or the date such request is processed and completed by Us, whichever is earlier. When You request to cancel a Subscription Account, the cancelation will be effective on the last day of the then-current billing cycle for Your Subscription Account, if there are no pending payments on the WorkPaper account or if all pending payments will be posted and completed before the end of that billing cycle. If there are pending payments that will not be posted and completed by the last day of the billing cycle in which You request to cancel Your Subscription Account, the account cancelation will be effective on the last day of the next billing cycle or the date on which the last requested payment is posted and completed, whichever is later. WorkPaper reserves the right to void any payments that have not been processed and paid on or before the effective date of account cancelation. You will be responsible for all Service Fees that accrue up to the effective date of cancelation. If You have any outstanding loan, the account cancelation will be effective on the date on which all principal, interest and indebtedness have been paid in full.

11.3 Effective Date of Cancelation: Non-Subscription Accounts. If You do not have a Subscription Account with WorkPaper, Your request to deactivate a User or to cancel Your WorkPaper account will be effective on the date the request is processed or the date on which the last requested payment is posted and completed, whichever is later. You will be responsible for all Service Fees that accrue up to the effective date of cancelation. If You have any outstanding loan, the account cancelation will be effective on the date on which all principal, interest and indebtedness have been paid in full.

11.4 Your Documents. If You cancel Your WorkPaper account, WorkPaper and the banks that offer services through WorkPaper may maintain copies of any information or data that You upload to or create in the Service, such as Your User Data, WorkPapers, and Documents, as required or permitted by law, this Agreement or Our Privacy Notice.

12. Warranty and Disclaimer

THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. WorkPaper DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. WorkPaper FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WorkPaper OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

From time to time, the Company may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at the Company’s sole discretion. The provisions of this section apply with full force to such features or tools

13. Third-Party Services, Websites, and Products

13.1 Third-Party Services. Through the Service, You may access third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services offered through such third-party platforms (collectively, “Third-Party Services”).

13.2 No Control Over Third-Party Services. WorkPaper does not have or maintain any control over Third-Party Services, and is not responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, WorkPaper does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services.

13.4 Disclaimer of Liability for Third-Party Services. You are solely responsible for taking the precautions necessary to protect Yourself from fraud when using Third-Party Services, and to protect Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. WorkPaper disclaims any and all responsibility or liability for any harm resulting from Your use of Third-Party Services, and You irrevocably waive any claim against WorkPaper with respect to the content or operation of any Third-Party Services.

13.5 Third-Party Software. The software You download consists of a package of components, including certain third-party software (“Third-Party Software”) provided under separate license terms (the “Third-Party Terms”). Your use of the Third-Party Software in conjunction with the Service in a manner consistent with this Agreement is permitted, however, You may have broader rights under the applicable Third-Party Terms and nothing in this Agreement is intended to impose further restrictions on Your use of the Third-Party Software.

13.6 Synching Your WorkPaper Account with Your Accounting Software. If You choose to synchronize Your WorkPaper account and Your accounting software, You agree and consent to sharing, collection, use and storage of all of Your accounting data (including but not limited to, bills, invoices and payments, costs, charts of accounts, customer and vendor information, classifications and items, financial statements (ie, balance sheets, cashflow, P&L) journal entries and company information) between Your accounting software service and WorkPaper and any third party providers WorkPaper uses in relation to the synchronization (“Accounting Data Sharing Consent”). This Accounting Data Sharing Consent covers up to one year of data for any WorkPaper Payments or Account Receivables Services and up to three years of data for Financial Planning Services. You understand and agree that You are solely responsible, and WorkPaper is not responsible, for the information and data that You choose to synchronize and share between Your WorkPaper account and Your accounting software. If You choose to link Your WorkPaper account to Your accounting software, You are making a determination that the accounting software is sufficiently secure to protect Your WorkPaper account. When You use third-party accounting software, You understand and agree that use is subject to the terms of service and privacy policy of the software provider.

13.7 Third-Party Disputes. WorkPaper IS NOT AFFILIATED WITH ANY OTHER WorkPaper USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER WorkPaper USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYER, IS SOLELY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE WorkPaper (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, EMPLOYEES AND SERVICE PROVIDERS) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (INCLUDING BUT NOT LIMITED TO DIRECT AND CONSEQUENTIAL DAMAGES AND OTHER SPECIAL, INDIRECT OR INCIDENTAL DAMAGES) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. WorkPaper WILL NOT, AND WILL NOT ATTEMPT, TO REVERSE OR OTHERWISE RECOVER ANY PAYMENT OR TRANSACTION THAT IS SUBJECT TO A BONA FIDE DISPUTE BETWEEN YOU AND ANY THIRD PARTY.

13.8 Limited Third-Party Rights to Enforce this Agreement. You acknowledge and agree that certain distributors of the Service, including but not limited to mobile app store providers, such as Apple, Inc. and Google Inc., are intended beneficiaries of this Agreement and have a limited right to enforce this Agreement directly against You. Other than as set out in this Section or in Section 18, this Agreement is not intended to grant rights to anyone except You and WorkPaper, and in no event shall the Agreement create any third-party beneficiary rights. No additional consents are required to exercise any rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement.

13.9 Mobile Applications. When You download a WorkPaper mobile application (“mobile app”) from the Apple App Store, the Google Play Store, or other authorized app store provider (collectively and individually, “Mobile Provider”) for use on a mobile device, You acknowledge and agree to that this Agreement is between You and WorkPaper only, not the Mobile Provider, and the Mobile Provider is not responsible for the Service or the content thereof. The Mobile Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. You agree that the Mobile Provider is not responsible for addressing any claims by You or any third party relating to the Service or your possession and/or use of the Service. The Mobile Provider is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service or Your possession and use of the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service through a mobile app.

14. Limitation of Liability

IN NO EVENT SHALL WorkPaper.app OR ITS SERVICE PROVIDERS BE LIABLE TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT WorkPaper.app OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. WorkPaper.app AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ATTORNEYS’ FEES, EXCEPT AS REQUIRED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WorkPaper.app MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY DISPUTES, CHARGEBACKS, OVERCHARGES, DELAYED PAYMENTS, INSUFFICIENT FUNDS, EXPIRED CARDS, CIRCUMSTANCES BEYOND OUR CONTROL (INCLUDING WITHOUT LIMITATION POWER OUTAGES, SERVICE INTERRUPTIONS OR OTHERWISE), OR OTHER ISSUES RELATING TO THE TRANSACTIONS MADE THROUGH WorkPaper.app OR OTHER SERVICES OFFERED BY THE RELEVANT THIRD-PARTY SERVICES. WorkPaper.app IS UNDER NO OBLIGATION TO PAY YOU IF THE AMOUNT FUNDED BY YOUR CUSTOMER IS INSUFFICIENT TO COVER THE TOTAL AMOUNT DUE FROM YOUR CUSTOMER.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL WorkPaper.app’s OR ITS SERVICE PROVIDERS’ AGGREGATE LIABILITY TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU OR YOUR ORGANIZATION TO WorkPaper.app IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.

Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement. Each of these provisions is severable and independent of all other provisions of this Agreement. All limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, IN THOSE JURISDICTIONS, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.

15. Indemnity

You agree to full liability and responsibility for Your use of the Service, and You will defend and indemnify WorkPaper and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) Your violation of any portion of this Agreement, or any applicable law or regulation; (b) Your violation of any third-party right, including any intellectual property right, or publicity, confidentiality, other property or privacy right; or (c) any dispute or issue between You and any third party. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with Our defense of that claim.

16. Dispute Resolution and Agreement to Arbitrate

16.1 Mandatory Arbitration of Disputes. In the interest of resolving disputes between You and WorkPaper or the banks that offer credit services through WorkPaper (the “WorkPaper Parties”) in the most expedient and cost-effective manner, YOU AND THE WorkPaper PARTIES AGREE THAT EVERY EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE, THE WEBSITE, OR THIS AGREEMENT (A “CLAIM”) WILL BE RESOLVED ON AN INDIVIDUAL BASIS BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT. You and the WorkPaper Parties agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision and that You and WorkPaper are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of this Agreement.

Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award (although the arbitrator must abide by the contractual limits on damages in this Agreement) and must enforce applicable statutes of limitation and legal defenses.

Either You or the WorkPaper Parties can seek to have a Claim resolved in small claims court if all the requirements of small claims court are satisfied. Either You or the WorkPaper Parties may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to Your residence, and You may also bring a Claim in small claims court in the Superior Court of California, County of Santa Clara.

16.2 Class Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE WorkPaper PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AND THE WorkPaper PARTIES AGREE THAT CLASS ACTIONS, CLASS ARBITRATIONS, REPRESENTATIVE ACTIONS, AND/OR CONSOLIDATION OF ACTIONS OR ARBITRATIONS ARE NOT ALLOWED. If this specific Class Action Waiver provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

16.3 Notice of Claim and Good Faith Efforts to Resolve a Claim. If You intend to seek arbitration, You must first send a written notice of Your Claim (“Notice”) to WorkPaper. The Notice of Claim to WorkPaper should be sent in care of our registered agent: Incorporating Services, Ltd., 3500 South DuPont Hwy, Dover, Delaware 19901. The Notice should include both the mailing address and email address You would like WorkPaper to use to contact You. A Notice, whether sent by You or WorkPaper, must describe: (a) the nature and basis of the Claim; and (b) the remedy sought. You and WorkPaper or the WorkPaper Parties as applicable agree to make good faith efforts to resolve the Claim directly. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process set forth in this section. If we do not reach an agreement within 60 days after the Notice is received, You or the WorkPaper Parties may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, You and the WorkPaper Parties agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the Judicial Arbitration and Mediation Services Inc. (“JAMS”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration.

16.4 Arbitration Procedures. A party who wishes to commence arbitration must submit a written Demand for Arbitration under the Streamlined Arbitration Rules and Procedures of JAMs then in effect, where the claim limit for application of the Streamlined Rules is not exceeded. Where the Streamlined Rules do not apply, then the JAMS Comprehensive Rules will apply. The applicable JAMS Rules apply, excluding any rules or procedures governing or permitting class, representative or consolidated actions. The arbitrator is bound by this Agreement and the parties agree that the provisions of this Agreement override any inconsistent, conflicting or contrary Rules by JAMS. JAMS may be contacted at www.jamsadr.com. The arbitration will be decided by one commercial arbitrator with substantial experience in resolving commercial disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with applicable Rules. Unless You and the WorkPaper Parties agree otherwise, any arbitration hearings will take place in the county (or parish) of either Your residence or of the mailing address provided in Your Notice. Except as otherwise expressly provided herein, all issues are for the arbitrator to decide, including issues relating to the interpretation, scope and enforceability of this Agreement.

The arbitrator shall issue a written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Judgment on any award may be entered in any court having jurisdiction. This Agreement shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of this Agreement.

16.5 Injunctive and Declaratory Relief. Except as provided elsewhere in this Agreement, unless You or the WorkPaper Parties seek to have a Claim resolved in small claims court, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by You or the WorkPaper Parties and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual Claim. To the extent that You or the WorkPaper Parties prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator. Notwithstanding any other provision of this Agreement, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property.

16.6 Arbitration Costs. Payment of all filing, administrative, and arbitrator fees will be governed by the JAMS Rules. WorkPaper will reimburse You for the JAMS filing fee up to the amount of the filing fee You would have incurred if You had brought Your Claim in Court. However, if the arbitrator finds that either the substance of Your Claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), You agree to reimburse WorkPaper for any fees paid on Your behalf that would otherwise be Your obligation under the JAMS Rules. The parties agree that JAMS has discretion to modify the amount or timing of any administrative or arbitration fees due under the JAMS Rules where it deems appropriate, provided that such modification does not increase the JAMS fees to You or the WorkPaper Parties and YOU and the WorkPaper Parties waive any objection to such fee modification.

16.7 Severability. With the exception of the provisions in the Class Action Waiver section of this Agreement, if any part of this arbitration provision is found to be invalid or unenforceable, the remaining provisions of this Agreement will still apply.

17. Governing Law; Choice of Forum

This Agreement and all matters arising out of or relating to this Agreement, including any disputes between You and WorkPaper, will be governed by the laws of the State of California, without regard to its conflicts of law provisions. To the extent that any dispute or action relating to this Agreement is permitted to be brought in a court of law, You agree that the legal action or proceeding will be brought exclusively in the state courts located in Santa Clara County, California, or the federal courts in the Northern District of California. Subject to the provisions of Section 16, You and WorkPaper agree to submit to the exclusive jurisdiction of and agree that venue is proper in the state courts located in Santa Clara County, California, or the federal courts in the Northern District of California in any legal action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any matters arising out of or relating to this Agreement.

18. Other Provisions

18.1 Language. If WorkPaper provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail.

18.2 Headings. The headings in this Agreement are for convenience only and have no legal effect.

18.3 Force Majeure. WorkPaper will not be liable for any delay or failure to perform any obligation related to the Service if the delay or failure is due to unforeseen events that are beyond WorkPaper’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, or governmental action.

18.4 Waiver. The waiver of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to other remedies available under this Agreement or otherwise.

18.5 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.

18.6 Compliance with Laws. You and WorkPaper each agree to comply with all applicable laws and regulations with respect to the Service and Your use of the Service, including without limitation any export laws and regulations of the United States.

18.7 No Agency. Except as otherwise expressly provided in Our Agreement with You, nothing in this Agreement, will be construed to create a partnership, joint venture, agency or fiduciary relationship between You and WorkPaper.

18.8 Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of You and WorkPaper and the banks that provide credit products or services through WorkPaper (as third party beneficiaries of this Agreement and have a limited right to enforce this Agreement directly against You with respect to such bank credit products or services), and is not intended to benefit any third party, except as otherwise stated.

18.9 Entire Agreement. This Agreement constitutes the complete and exclusive agreement between You and WorkPaper concerning the Service and supersedes all other agreements or understandings, written or oral, about the Service.

19. Updates and Changes to This Agreement

We may modify or change this Agreement (including adding and deleting any terms), as well as its policies incorporated in this Agreement (collectively for purposes of this paragraph “Agreement”), at any time, in Our sole discretion by posting the updated Agreement on Our Website with such update effective on the new effective date of the Agreement. For material changes, We will provide notice of the change by posting the updated Agreement on Our Website or in any other reasonable manner of notice, 30 days in advance of the effective date (or where required by law or regulations upon shorter notice) of the Agreement. You will be deemed to have accepted and agreed to any revisions or changes to this Agreement at the time of (i) Your electronic acceptance of the revised, changed or new Agreement, or (ii) Your use of the Service after the effective date of the revised, changed or new Agreement. If the revised, changed or new Agreement is not acceptable to You, Your sole and exclusive remedy will be to stop using the Service and/or to cancel Your account as provided in Section 11.

Document Management

You may upload invoices, bills, statements of accounts from Vendors, or other documents (“WorkPapers“) to the Inbox of Your WorkPaper account. You may also authorize Vendors to send electronic WorkPapers to Your WorkPaper account, or You can create WorkPapers using the Service. You are solely responsible for the WorkPapers uploaded, created, recorded, processed, approved, paid, and/or synced or shared with third parties through Your WorkPaper account. WorkPaper is not responsible for any WorkPapers, including those that are misdirected or not received.

Certain electronic bills may be uploaded to the Inbox of Your WorkPaper account and identified as “eWorkPapers.” Where this option is provided, You may elect to turn on the eWorkPapers service. The eWorkPaper service is supported by one or more third parties who interact with Your Vendors through their own separate processes and agreements with Your Vendors, which are outside the control of WorkPaper. As a result, WorkPaper will not be held liable for, and you accept the risk of loss arising from, any error, delay, failure or inaccuracy of any eWorkPaper.

9. Auto WorkPaper Entry

WorkPaper offers, and You may choose to use, if available, an auto bill entry service (“Auto WorkPaper Entry”) that can assist You in entering information into the Service from WorkPapers that you upload or receive. The Auto WorkPaper Entry option may be provided, in part, by third party service providers, including CloudFactory. By choosing to use the Auto WorkPaper Entry option, You understand that Auto WorkPaper Entry is governed by this Agreement and by the terms of service and privacy policy, as applicable, of any third party service provider. CloudFactory’s Terms of Service are available at https://info.cloudfactory.com/bdc/toshttps://info.cloudfactory.com/bdc/tos.

Updates. You understand that WorkPaperProperties are evolving. As a result, WorkPaper may require You to accept updates to WorkPaper Properties that You have installed on Your computer or mobile device or with regard to third-party software, from time to time, in order to use WorkPaper Properties.

2. User Data

Responsibility for User Data. We have no responsibility or liability for the deletion or accuracy of any User Data, including the failure to store, transmit or receive transmission of User Data; or the security, privacy, storage, or transmission of other communications originating with or involving use of WorkPaper Properties with User Data. Certain Services may enable You to specify the level at which such Services restrict access to Your User Data. You are solely responsible for applying the appropriate level of access to User Data. If You do not choose, the system may default to its most permissive setting. You agree that We retain the right to create reasonable limits on Your use and storage of the User Data, including limits on file size, storage space, processing capacity, and similar limits described on the Website and as otherwise determined by WorkPaper in its sole discretion.

Your User Data. When You as a User of this Service provide Your User Data on or in Company Properties, You represent that You own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your User Data (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your User Data.

License to Your User Data. Subject to any applicable account settings that You select, You grant WorkPaper a fully paid, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, reproduce, modify, and adapt Your User Data (in whole or in part) for the purposes of operating, providing, and improving this service to You and to our other Users. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your User Data, has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant the license stated above.

Planning Service Feedback

You agree that submission of any ideas, suggestions, documents, and/or proposals to Company through its suggestion, feedback, wiki, forum, or similar pages (“Planning Service Feedback”) is at Your own risk and that WorkPaper has no obligations (including without limitation obligations of confidentiality) with respect to such Planning Service Feedback. You represent and warrant that You have all rights necessary to submit the Planning Service Feedback. You hereby grant to WorkPaper 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 commercially or non-commercially exploit in any manner, any and all Planning Service Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of WorkPaper Properties and/or WorkPaper’s business.

Open Source Software. This Service may contain or be provided together with open source software. Each item of open-source software is subject to its own license terms, which can be found at: https://open-source-attribution/. If required by any license for particular open source software, WorkPaper makes such open source software, and WorkPaper’s modifications to that open source software (if any), available by written request now@workpaper.app. Copyrights to the open-source software are held by the respective copyright holders indicated therein.

Effect of Termination. Termination of this Service includes automatic removal of access to this Service and barring of further use of the Service. You understand that any termination of this Services may also include deletion of Your User Data (or any part thereof). WorkPaper will not have any liability whatsoever to You for any suspension or termination, including for deletion of Your User Data.

Use of Artificial Intelligence. You have fullly read and understood WorkPaper’s declaration of the use of artificial intelligence to provide specific features in fulfilling our SERVICES. If you have any questions about WorkPaper’s use of artificial intelligence, you can email at : privacy@workpaper.app

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