WorknetGPT Terms of Service

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Last updated: March 2023.

Welcome to Worknet GPT (the “Service”), a new beta program offered by Worknet Inc. (“Worknet”, “we”, “us”, “our”), which integrates generative artificial intelligence capabilities within Worknet’s cloud-based customer collaboration platform (the “Worknet Platform”).

These Terms of Service (the “Terms”) form a binding agreement between you (“You” or “User”) and us and govern your use of the Service.

By registering to, accessing, or using the Service, You indicate that You accept and agree to these Terms and our Privacy Policy, available at: https://www.worknet.ai/privacy-policy ; https://www.worknet.ai/terms-and-conditions, which constitutes an integral part of the Terms. If you are an individual entering into these Terms on behalf of a legal entity, you hereby represent and warrant to us that you are authorized to accept these Terms on behalf of such entity and bind such entity to these Terms, in which case, the terms “you” and “your” will refer to such entity.

If you do not accept these Terms or are not an authorized agent for the legal entity that wishes to enter into these Terms, do not register to the Service or otherwise access or use the Service.

1.Definitions.

1. “Authorized Users” mean your employees or authorized contractors who are acting on your behalf in the internal operation of your business and are granted access and the right to use the Service.
2. “Feedback” means information or content concerning enhancements, changes or additions to the Service or other Worknet offerings, that are requested, desired or suggested by You.
3. “Output Data” means any information, data or other output that the Service may generate, provide or make available to You.
4. “Term” means the duration of these Terms as specified in Section 9.
5. “Third Party Services” means those third-party products and services used by You and which You have configured to interconnect with the Service, including, without limitation, Slack.
6. “User Data” means any information and/or data provided by you or any of your Authorized Users to Worknet in connection with your use of the Service.  

1.Access to and Use of the Service.

1. Subject to the terms and conditions hereof, upon your registration to the Service, Worknet will grant You and your Authorized Users access to use the Service, during the Term, solely for your internal evaluation purposes. All Authorized Users must be at least 18 years of age.
2. Worknet is not responsible for any Third Party Services, and any use by You of Third Party Services, and any exchange of data between you and any Third Party Services is solely between you and the provider of the applicable Third Party Service. The applicable third-party provider is solely and exclusively responsible for the operation and provision of any Third Party Services. Worknet makes no warranties whatsoever regarding the quality, features, performance or security capabilities of any Third Party Services. You assume sole responsibility for and all risk arising from your use of any Third Party Services and the content, functionality, or availability of any Third Party Services.  
3. The Service is built, in part, on AI models developed by OpenAI which are provided through an OpenAI API. Your access to and use of the Service is subject to the OpenAI Terms of Use, available at:  https://openai.com/policies/terms-of-use, and any other applicable policies, documentation and guidelines of OpenAI, available at: https://openai.com/policies (collectively, the “OpenAI Terms”). By accepting these Terms, registering to the Service or otherwise accessing or using the Service in any other manner, you indicate your acceptance of the OpenAI Terms that are applicable to your use of the Service.    
4. In addition to any remedies that may be available to us under any applicable law, we may, upon notice to you, temporarily or permanently deny, limit, suspend, or terminate your User account, prohibit You or your Authorized Users from accessing the Service and take technical and legal measures to keep You off the Service, if we determine, in our reasonable discretion that: (i) you abused your rights to use the Service; (ii) you breached the Terms and/or the OpenAI Terms; (iii) you performed any act or omission that violates any applicable law, rules, or regulations; (iv) you have performed any act or omission which is harmful or likely to be harmful to us, or any other third party, including other users of the Service; (v) you used the Service to perform an illegal act, or for the purpose of enabling, facilitating, assisting or inducing the performance of such act; or (vi) you deliberately submitted false information or have failed to comply with our requests for information regarding your identity.
5. You hereby undertake and agree to (i) implement reasonable and appropriate measures designed to help secure your access to and use of the Service, and (ii) promptly notify Worknet of any vulnerabilities or breaches related to your use of the Service of which you become aware.

1. Worknet Platform. All use of the Worknet Platform is subject to the Worknet Term and Conditions, available at: https://www.worknet.ai/terms-and-conditions, and the Worknet Privacy Policy https://www.worknet.ai/privacy-policy. Except for your limited right to access and use the Service in accordance with the terms hereof, nothing herein grants you any right or license to access or use the Worknet Platform.  

1.Restrictions. You will not and will ensure that your Authorized User will not:

1. Sublicense, transfer and/or assign the Service or any part thereof to any third-party, or allow any third parties to use the Service;
2. Remove, or in any manner alter, any product identification, proprietary, trademark, copyright or other notices contained in the Service;
3. Intentionally work around any technical limitations of the Service or use any tool to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Service;
4. Intentionally breach the security of the Service, or identify, probe or scan any security vulnerabilities in the Service for any purpose other than to inform Worknet of such issues in the Service;
5. Use robots, crawlers and similar applications to scrape, harvest, collect or compile content from or through the Service;
6. Enhance, supplement, modify, adapt, decompile, disseminate, disassemble, recreate, generate, reverse assemble, reverse compile, reverse engineer, or otherwise attempt to identify the underlying source code of the Service;  
7. Use the Service in order to develop, or create, or permit others to develop or create, a product or service similar or competitive to the Service; or
8. Access or use the Service in any manner or for any purpose contrary to or otherwise not permitted under the OpenAI Terms.

1. Representations and Warranties. You hereby represent and warrant that: (i) your (and your Authorized Users’) access to and collection, use, relocation, storage, disclosure, transfer, and disposition of User Data shall comply with all applicable laws (including without limitation all privacy and data security laws) and any terms and conditions of any applicable Third Party Services; (ii) you shall at all times use the Service in compliance with the terms hereof, the OpenAI Terms and applicable law; (iii) no User Data (a) infringes any intellectual property or other rights of any third party, (b) contains any defamatory, libelous, pornographic or otherwise offensive material, (c) contains any viruses, worms or other harmful or disruptive component, or (d) contains any Protected Health Information (as defined under the Health Insurance Portability and Accountability Act of 1996 (as amended); (iv) you are lawfully permitted to have us process the User Data for the purposes set forth herein; and (v) you shall not add or otherwise provide Worknet with any User Data containing personal data or personal information (as defined under applicable data protection laws and regulations) of any third party, without providing notice to and/or obtaining the consent of such third-party, as may be required under applicable law for the processing and use such of such data in the manners and for the purposes set forth herein.

1.Intellectual property.

1. All right, title and interest, including copyrights, patents, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Service or any part thereof, including computer code, graphic design, layout and the user interfaces of the Service, whether or not based on or resulting from Feedback, are and will remain at all times, owned by, or licensed, to Worknet. The Service is offered to You for use and access only in accordance with these Terms and is not sold in any other way.
2. Any Feedback you provide us will be owned exclusively by us. You hereby assign all right, title and interest in and to the Feedback to Worknet, including the right to make commercial use thereof, for any purpose Worknet deems appropriate, without any royalties or other remuneration due to you for such assignment or use.
3. As between you and Worknet, you shall have all right, title and interest in your User Data and the Output Data. By submitting any User Data, you grant Worknet non-exclusive license to use, store, process, analyze, and display in connection with the Service all User Data during the Term for the limited purposes of providing the Service to you and performing Worknet’s obligations under these Terms.
4. Worknet may aggregate and de-identify User Data, Output Data and other data about your and your Authorized Users’ use of the Service (“Anonymized Data”) and use such Anonymized Data for Worknet’s internal business purposes, including, enhancements to the Service and to analyze, improve, support and operate the Service, provided that Worknet shall not identify You or any Authorized User or User Data as part of the Anonymized Data.    

1. Payments. During the Term, Worknet waives any fees payable in respect of your use of the Service in accordance with the terms hereof. Notwithstanding the foregoing, you acknowledge and agree that Worknet may, at any time and at its sole discretion, impose and/or alter the fees for the Service.

1.Confidentiality.

1. ”Confidential Information” shall mean any and all information disclosed by one party (”Disclosing Party”) to the other (”Receiving Party”) regarding past, present, or future marketing and business plans, customer lists, lists of prospective customers, technical, financial or other proprietary or confidential information of the Disclosing Party, formulae, concepts, discoveries, data, designs, ideas, inventions, methods, models, research plans, procedures, designs, formulations, processes, specifications and techniques, prototypes, samples, analyses, computer programs, trade secrets, data, methodologies, techniques, non-published patent applications and any other data or information, as well as improvements and know-how related thereto.
2. Receiving Party shall hold any Confidential Information in confidence using the same degree of care, but in no case less than a reasonable degree of care, that it uses to prevent the unauthorized dissemination or publication of its own confidential information. Receiving Party may use this Confidential Information only for the purpose of performing its obligations or exercising its rights under these Terms.
3. The obligations set forth in this section shall not apply to information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on Receiving Party's part; (ii) Receiving Party can demonstrate in its prior established records to have had rightfully in Receiving Party's possession prior to disclosure of the same by the Disclosing Party; (iii) Receiving Party can demonstrate by written records that it had rightfully obtained the same from a third party who has the right to transfer or disclose it, without default or breach of confidentiality obligations; (iv) Disclosing Party has provided its prior written approval for disclosure; or (v) Receiving Party is required to disclose pursuant to a binding order or request by court or other governmental authority, or a binding provision of applicable law, provided that, to the extent permissible, Receiving Party provide the Disclosing Party notice of the requested disclosure as soon as practicable, to allow the Disclosing Party, if it so chooses, to seek an appropriate protective or preventive order.

1.Term and Termination.

1. These Terms shall commence on the date You registered to the Service and continue until terminated in accordance with the terms hereof (the “Term”).
2. You may, at any time, terminate these Terms and your User account by providing us written notice of termination to support@worknet.ai or by cancelling the Service through the Worknet Platform.
3. We may terminate these Terms and your license to use the Service, at any time, by issuing You a notice of such termination.
4. Immediately upon termination of these Terms: (i) Worknet may terminate your User account on the Service and delete the User Data and Output Data in its systems; and (ii) You shall cease any and all use of the Service;
5. Sections in these Terms that by their purpose or nature should survive termination of this Agreement will so survive.

1.No warranty and Limitation on Liability.

1. THE SERVICE AND THE RESULTING OUTPUT DATA ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE.  
2. THE SERVICE IS PROVIDED ON A PRE-RELEASE BASIS AND IS NOT AT THE LEVEL OF PERFORMANCE AND COMPATIBILITY OF A FINAL, GENERALLY AVAILABLE SOFTWARE OFFERING. THE SERVICE MAY NOT OPERATE CORRECTLY AND MAY CONTAIN ERRORS AND IS PROVIDED FOR LIMITED EVALUATION ONLY. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICE AND/OR ANY OUTPUT DATA IS ENTIRELY, OR AT THE MAXIMUM PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK. YOU HEREBY ACKNOWLEDGE AND BEAR ALL RESPONSIBILITY, RISKS, DAMAGES AND LOSS THAT MAY RESULT FROM OR BE ASSOCIATED WITH USING THE SERVICE AND/OR ANY OUTPUT DATA.
3. TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, WORKNET, INCLUDING ITS EMPLOYEES, DIRECTORS, OFFICERS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON ITS BEHALF (COLLECTIVELY, “STAFF”), WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY OR PUNITIVE DAMAGES, LOSSES (INCLUDING LOSS OF PROFIT, LOSS OF BUSINESS OR BUSINESS OPPORTUNITIES AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY (INCLUDING NEGLIGENCE), ARISING FROM, OR IN CONNECTION, WITH THIS AGREEMENT, ANY USE OF, OR THE INABILITY TO USE THE SERVICE, THE OUTPUT DATA, ANY RELIANCE UPON THE OUTPUT DATA OR ANY ERROR, INCOMPLETENESS, INCORRECTNESS OR INACCURACY OF THE SERVICE OR THE OUTPUT DATA.
4. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AND OUR STAFF’S TOTAL AND AGGREGATE LIABILITY, FOR ANY AND ALL DIRECT DAMAGES ARISING FROM OF OR RELATED TO THESE TERMS AND THE SERVICE, IS LIMITED TO THE FEES YOU PAID US (IF ANY) IN THE TWELVE MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO OUR OR OUR STAFF’S LIABILITY.

1. Indemnification. You agree to indemnify and hold harmless Worknet and its directors, officers, employees, and subcontractors, upon Worknet’s request and at your expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any third party complaint, claim, plea, or demand in connection with your use of the Service, your breach of these Terms and/or the OpenAI Terms or violation of applicable law.

1. Governing Law and Jurisdiction. These Terms and your use of the Service will be exclusively governed by and construed in accordance with the laws of the State of Washington. Any dispute, controversy or claim which may arise out of or in connection with these Terms or the Service, shall be submitted to the sole and exclusive jurisdiction and venue of the competent courts in San Francisco, California, except that temporary relief to enjoin infringement of intellectual property rights may be sought in any competent court where such infringement has occurred.

1.Miscellaneous.

1. We may change these Terms, in whole or in part, at our own discretion and at any time, and will provide You with a notification thereof through the Service. Your continued use of the Service after being informed of the changes to these Terms indicates your consent to them. If You do not accept the amended Terms, we may terminate the Terms and your User account. The latest version of the Terms and its effective date will always be accessible through the Service.
2. These Terms constitute the entire agreement between You and us concerning the subject matter herein and supersede all prior and contemporaneous negotiations and oral representations, agreements and statements regarding the Service.
3. These Terms do not create any agency, partnership, employment, trustee, or other type of legal relationship between You and us, other than that of two independent contractual parties.
4. Failure on our part to demand performance of any provision in the Terms shall not constitute a waiver of any of our rights under the Terms.
5. You may not assign or delegate these Terms or any of your rights, performances, duties, or obligations hereunder. Any purported assignment or delegation, in contravention of the above, will be null and void. In the event of a merger, acquisition, change of control or the sale of all or substantially all of our equity or assets, we may, upon notice to You and without obtaining your consent, assign and delegate these Terms, in their entirety, including all of our rights, performances, duties, liabilities and obligations contained herein, to a third party. With such assignment, transfer and delegation, we are irrevocably and fully released from all rights, performance, duties, liabilities and obligations under these Terms.
6. If any provision of the Terms is held to be illegal, invalid, or unenforceable by a competent court, then the provision shall be performed and enforced to the maximum extent permitted by law to reflect as closely as possible, the original intention of that provision, and the remaining provisions of the Terms shall continue to remain in full force and effect.

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