Terms of Service

Last updated: 2 September 2026

The website located at worklayer.ai (the “Site”) and the Worklayer platform at app.worklayer.ai, together with its related applications, integrations, application programming interfaces, features that use machine-learning models (including AI agents that execute HR workflows and conversational assistants; “AI Features”), support, and documentation (collectively, the “Service”), are owned and operated by Worklayer, Inc., a Delaware corporation with its registered address at 2810 N Church St, STE 89103, Wilmington, DE 19802, USA (“Worklayer,” “us,” “our,” or “we”). Certain features of the Site or the Service may be subject to additional guidelines, rules, or feature-specific terms posted on the Site or in the Service, which are incorporated by reference into these Terms.

These Terms of Service (“Terms”) govern your use of the Site and the Service. By accessing or using the Site or the Service, by clicking “I agree” (or a similar button or checkbox) when that option is presented to you, or by executing an order form, quote, or other ordering document that references these Terms (an “Order Form”), you agree to these Terms on behalf of yourself or the entity you represent, and you confirm that you have the authority to do so. You must be at least 18 years old to use the Site or the Service. If you do not agree to these Terms, please do not use the Site or the Service.

Business use. The Service is offered to businesses and other organizations for use in their operations; it is not offered to consumers. The company or other legal entity on whose behalf an account is created or an Order Form is executed is the “Customer,” and references to “you” and “your” include the Customer wherever you act on its behalf. These Terms, together with each Order Form and the data processing agreement described in Section 4.3 (the “DPA”), form the agreement between Customer and Worklayer (the “Agreement”). If you and Worklayer have signed a separate written agreement covering the Service (for example, a master subscription agreement), that agreement controls to the extent it conflicts with these Terms.

IMPORTANT — PLEASE READ SECTION 16 CAREFULLY. It contains an agreement to resolve disputes through binding individual arbitration instead of in court, and includes a waiver of class action rights and jury trial rights. You have 30 days to opt out of the arbitration agreement, as further described in Section 16.

1. Accounts

1.1 Creating an Account. Use of the Service requires an account. Accounts are created for a Customer by an individual with authority to act for it, and Customer may then provision access for the employees, contractors, and other individuals it authorizes to use the Service on its behalf (“Authorized Users”). When you register, you agree to provide accurate and complete information and to keep that information current. Sign-in is provided through our identity provider. Customer may close its account at any time through the Service’s settings or by contacting us; termination and its effects are described in Section 13.

1.2 Account Security. You are responsible for keeping login credentials confidential and for all activity that occurs under your account and the accounts of your Authorized Users. Access credentials are personal to individual Authorized Users; shared or generic logins are not permitted. Customer will maintain reasonable security measures within its own systems and networks. If you believe an account has been accessed without authorization, notify us immediately at privacy@worklayer.ai. We are not liable for any losses resulting from your failure to keep credentials secure.

1.3 Authorized Users and Affiliates. Customer is responsible for its Authorized Users’ compliance with these Terms. Customer’s Affiliates may use the Service within the quantities and plans purchased (or as set out in an Order Form), provided that Customer remains responsible for its Affiliates’ compliance with the Agreement, Affiliates acquire no direct claims against Worklayer, and Affiliate use counts toward the same limitations in Section 12 as Customer’s own use. “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where control means more than 50% ownership or the power to direct management.

2. Access to the Site and the Service

2.1 License. Subject to these Terms (and, for the Service, payment of the applicable fees), we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to (a) access and use the Site for your own informational and business-evaluation purposes, and (b) access and use the Service during the applicable subscription term for Customer’s internal business purposes, in accordance with the Documentation. “Documentation” means the usage documentation we make available for the Service.

2.2 Restrictions. You may not, and may not permit anyone else to:

(i) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or the Service, or provide them to third parties except to Authorized Users as permitted by these Terms;
(ii) modify, create derivative works from, disassemble, reverse-compile, or reverse-engineer any part of the Site or the Service, or attempt to derive their source code, models, prompts, or underlying components;
(iii) access the Site or the Service in order to build a similar or competing product or service, or for benchmarking or feature replication without our prior written consent, or access them by or for the benefit of a competitor of Worklayer;
(iv) copy, reproduce, distribute, republish, download, display, post, or transmit any part of the Site or the Service except as expressly permitted by these Terms;
(v) use the Site or the Service in violation of applicable law, including employment, data protection, and anti-discrimination law, or to monitor employees in ways not permitted by applicable law or without any required involvement of employee-representation bodies;
(vi) upload malicious code or content that is unlawful or infringes third-party rights;
(vii) attempt to gain unauthorized access to the Site, the Service, or related systems, probe or test their vulnerability (except under an agreed security-testing arrangement), or circumvent access controls, usage limits, or agent permission scopes;
(viii) use AI Features or their output to develop or train a competing product or machine-learning model, or misrepresent AI-generated output as solely human-authored;
(ix) rely on AI output for decisions described in Section 6.2 without the human review that Section requires;
(x) use automated means to scrape or extract data from the Site or the Service outside their intended interfaces; or
(xi) send spam or unsolicited communications through the Service.

All copyright and proprietary notices on the Site and the Service must be kept intact on any copies you are permitted to make. We may investigate suspected violations and suspend access as described in Section 13.2.

2.3 Changes to the Site and the Service. We may modify, suspend, or discontinue the Site (or any part of it) at any time, with or without notice, and we are not liable to you or any third party for any such modification, suspension, or discontinuation. We continuously develop the Service and may modify or improve it at any time. If a change materially reduces the core functionality of a paid subscription during its term, Customer may terminate the affected subscription by written notice and receive a pro-rata refund of prepaid fees for the remainder of the term, which is Customer’s sole remedy for such a change.

2.4 Beta Features and Trials. We may designate certain features as beta, preview, pilot, or early access (“Beta Features”). Beta Features are provided as-is, may be modified or discontinued at any time, may be subject to additional terms, and are excluded from any warranties and service commitments. We may offer the Service or parts of it free of charge during pilot or trial periods; free access may be suspended or terminated at any time. Unless otherwise agreed, free trials run for 14 days, are limited to one per Customer, and may be extended at our discretion. If a trial does not convert to a paid subscription, Customer may request an export of its Customer Data (defined in Section 4.1) for 30 days after the trial ends, after which we delete it.

2.5 Support. We provide support for the Service as described in the Documentation or the applicable Order Form. We have no obligation to provide support or maintenance for the Site, for Beta Features, or for free-of-charge use of the Service.

2.6 Fair Use. Features offered without fixed usage limits, including AI Features, are subject to fair use relative to the typical use of comparable customers. If usage materially exceeds fair use or threatens the stability or security of the Service, we may, after notice where practicable, apply reasonable rate limits or restrict the affected functionality, and will lift the restriction once usage normalizes.

2.7 Ownership. All intellectual property rights in the Site, the Service, and their content — including the software, models, prompts, workflows, designs, and Documentation, all improvements to them, and all copyrights, patents, trademarks, and trade secrets — belong to Worklayer or its licensors and suppliers. Customer Data is excluded from this Section and is addressed in Section 4. These Terms do not transfer any ownership rights to you, except for the limited access rights in Section 2.1. All rights not expressly granted are reserved.

2.8 Feedback. If you share feedback, suggestions, or ideas about the Site or the Service with us (“Feedback”), you grant us a perpetual, irrevocable, worldwide, non-exclusive, fully paid, royalty-free license to use that Feedback freely, in any manner and for any purpose, without attribution or compensation. Feedback is not Customer’s Confidential Information (Section 8). Please do not submit any Feedback that you consider proprietary or confidential.

3. Subscriptions, Fees, and Payment

3.1 Subscriptions. The Service is sold as a subscription, typically priced per employee or per user as set out on the Site, in an Order Form, or in our checkout flow. Subscriptions run for an annual term (or another term stated in an Order Form) and renew automatically for successive terms of the same length unless either party gives notice of non-renewal before the end of the then-current term (for Customer: by canceling in the billing settings or by written notice). Customer may add users or employees at any time; added seats are charged pro rata for the remainder of the current term at the then-current rate and renew with the subscription. Seat reductions take effect at the next renewal. Unless an Order Form states otherwise, the billable quantity is measured on periodic snapshots of active employee or user records in the Service, and deactivated records may be replaced at no additional charge; if actual usage exceeds the subscribed quantity, Worklayer may invoice the excess pro rata for the remainder of the term at the applicable per-unit rate. An Order Form may state a minimum committed quantity, which cannot be reduced during its term. Discounts apply only to the term for which they are granted and do not automatically extend to renewal terms.

3.2 Payment. Payments are processed by our payment provider (currently Stripe). Customer authorizes us to charge the payment method on file for recurring subscription fees and any agreed one-time fees. Invoiced amounts (where invoicing is agreed) are due within 14 days of the invoice date unless the Order Form states otherwise.

3.3 Fee Changes. We may change subscription fees with at least 30 days’ notice; changes take effect at the start of the next renewal term. If Customer does not agree, it may cancel before the renewal.

3.4 Taxes. Fees are exclusive of taxes, levies, and duties (including VAT and sales taxes), which Customer is responsible for, other than taxes on our income. If Customer is required by law to withhold any amount from a payment, it will increase the payment so that we receive the full amount invoiced.

3.5 Late or Failed Payment. If a payment fails or is overdue, we may retry the charge and will notify Customer. If the amount remains unpaid 10 Business Days after our notice, we may suspend access to the Service until payment is made; access will be restored promptly upon payment. Amounts unpaid when due may accrue interest at the lesser of 1% per month or the maximum lawful rate, and Customer will reimburse our reasonable costs of collecting amounts that remain unpaid after suspension (including reasonable attorneys’ fees). “Business Day” means Monday to Friday, excluding public holidays.

3.6 No Refunds. Except as expressly stated in these Terms, an Order Form, or where required by law, fees are non-refundable and subscription terms already started are not credited on cancellation. Cancellation takes effect at the end of the current subscription term, and the Service remains available until then.

4. Customer Data

4.1 Ownership. “Customer Data” means data submitted to the Service by or for Customer, including Employee Data, documents, configurations, and the inputs to and outputs of AI Features within Customer’s workspace. “Employee Data” means personal data of Customer’s employees, contractors, applicants, or other personnel processed in the Service. As between the parties, Customer owns all Customer Data. Worklayer acquires no ownership of Customer Data; Worklayer’s rights in Customer Data are limited to the licenses in this Section 4.

4.2 License to Worklayer. Customer grants Worklayer, its Affiliates, and its subcontractors a worldwide, non-exclusive, royalty-free right and license to host, store, copy, process, transmit, display, analyze, and otherwise use Customer Data to provide, maintain, secure, and support the Site and the Service, to perform the Agreement, as instructed through Customer’s use and configuration of the Service, and as otherwise permitted by the Agreement, by Customer, or by applicable law. Worklayer’s processing of personal data contained in Customer Data is governed by the DPA and applicable data protection law. Customer represents that it has all rights, consents, and lawful bases necessary to grant this license.

4.3 Data Protection. The parties will comply with applicable data protection law. Worklayer processes Employee Data as Customer’s processor under the DPA, which is concluded with each Customer before any processing of Employee Data begins (electronically under Art. 28(9) GDPR where Worklayer makes its standard DPA available in the signup or ordering flow), is incorporated into the Agreement, and is available on request at privacy@worklayer.ai. Our Privacy Policy describes processing for which Worklayer is the controller.

4.4 Usage Data. Worklayer may collect and use technical, usage, and performance data about the operation and use of the Site and the Service, including telemetry, logs, and metadata about how features and AI Features are used (“Usage Data”), to operate, secure, and support the Site and the Service and, in aggregated or de-identified form that does not identify any individual or Customer, for Worklayer’s other lawful business purposes. Worklayer will not attempt to re-identify aggregated or de-identified data. Until so aggregated or de-identified, Usage Data derived from Customer Data is processed in accordance with the DPA and treated as Customer’s Confidential Information (Section 8).

4.5 Export and Deletion. For 30 days after termination or expiry of a subscription, Customer may export Customer Data using the Service’s export functions or by request. After that window, we will delete Customer Data, in any event no later than 90 days after termination or expiry, except where retention is required by law or as otherwise specified in the DPA; residual copies in routine system backups are removed in the ordinary rotation of those backups. Worklayer is not required to delete aggregated or de-identified data that does not identify Customer or any individual.

4.6 Security. Worklayer maintains technical and organizational measures appropriate to the risk of processing Employee Data, as further described in the DPA (including encryption in transit, tenant isolation, role-based access controls, logging and monitoring, vendor risk management, and a documented incident-response process), and will notify Customer of personal data breaches as required by the DPA and applicable law. On request, Worklayer provides reasonable security documentation, which the parties will use as the primary means of satisfying security reviews and audit requests; on-site audits are governed by the DPA and, unless an incident or a supervisory authority requires otherwise, are limited to once per 12 months, on reasonable notice, at Customer’s cost, and under confidentiality obligations. Nothing in this Section limits Customer’s audit rights under Art. 28(3)(h) GDPR as implemented in the DPA.

5. Customer Responsibilities

Customer acknowledges that it, not Worklayer, is the employer of, and the controller of the personal data of, its personnel. Customer is responsible for:

(a) Lawfulness of its HR processing: having a lawful basis for the Employee Data it processes in the Service, providing its personnel with the privacy notices required by law (including Art. 13/14 GDPR where it applies), and complying with the employment and data protection laws applicable to it, including national employee-data rules (such as § 26 BDSG in Germany) and US federal and state employment law, as applicable;
(b) Employee representation and collective obligations: where Customer’s workforce is subject to works councils, unions, or other employee-representation bodies or collective agreements, fulfilling any information, consultation, or co-determination obligations (for example under § 87 of the German Works Constitution Act (BetrVG), or equivalent laws elsewhere) before enabling features capable of monitoring employee behavior or performance, such as time tracking, location-based clock-in validation, or AI agents acting on Employee Data;
(c) Configuration: its choices in configuring the Service, including which data fields it enables (for example, fields required for payroll in Customer’s jurisdictions), role and permission assignments, agent instructions and scopes, integrations, and approval workflows;
(d) Accuracy: the accuracy, quality, and legality of Customer Data and the means by which it was obtained;
(e) Electronic signatures and acknowledgments: where Customer uses the Service to collect electronic acknowledgments or signatures from its personnel, determining that this method is legally sufficient for the documents and jurisdictions concerned;
(f) Human oversight of AI Features as described in Section 6;
(g) Acceptable use: ensuring its Authorized Users comply with Section 2.2.

Worklayer is entitled to reasonably rely on Customer Data and on instructions given through Customer’s accounts and configuration, without independent verification. Inaccuracies, delays, penalties, or other liabilities to the extent arising from incomplete, inaccurate, or untimely Customer Data, from Customer’s failure to review output flagged for review or to implement corrections Worklayer provides, or from Customer’s violation of applicable law are “Resulting Errors.” Implementation and onboarding timelines communicated by Worklayer are good-faith estimates that depend on Customer’s timely cooperation.

6. AI Features

6.1 Nature of AI Output. AI Features use large language models. Their output is probabilistic: it can be incomplete, inaccurate, or inappropriate for a specific situation despite our safeguards. AI output may also not be unique: similar prompts and contexts can produce similar or identical output for other customers, and Customer’s rights in its output do not extend to output independently generated for others. AI output is provided to support, not replace, Customer’s own judgment.

6.2 Human Oversight. Customer must review AI-generated output before relying on it for any decision that produces legal or similarly significant effects concerning an individual (for example, hiring, promotion, discipline, termination, or compensation decisions), and must maintain the human oversight measures required of it by applicable law (including, where applicable, Art. 22 GDPR, the EU AI Act’s obligations for deployers of high-risk AI systems used in employment contexts, and US state and local laws on automated employment decision tools).

6.3 Agent Actions. AI agents act within the scopes, permissions, and instructions Customer configures. Actions taken by an agent within Customer’s configuration are attributed to Customer as if taken by an Authorized User. The Service records agent activity in audit logs available to Customer.

6.4 No Professional Advice. The Service, including AI output, templates, and support responses, provides tools and information, not legal, tax, accounting, or employment-law advice. Payroll-related features prepare and organize payroll data; they do not constitute tax, legal, or accounting advice, and are not a substitute for a payroll provider, a qualified tax advisor, or Customer’s own statutory obligations. Customer is responsible for reviewing payroll data before submitting it to its payroll execution provider or authorities, and for consulting qualified advisors where its decisions require professional advice.

6.5 Model Providers and Changes to AI Features. AI Features depend on third-party model providers. Worklayer may substitute or add model providers in accordance with the DPA’s sub-processor process, and may modify, restrict, or suspend specific AI Features where a model provider’s requirements, security considerations, or applicable law (including the EU AI Act) require it. Worklayer will give notice of material changes; if a change materially reduces the core functionality of a paid subscription during its term, Section 2.3 applies.

7. Privacy

7.1 Privacy Policy. Your use of the Site and the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. The Privacy Policy describes the types of personal data and other information we collect from you or your device, how we use that information, and the circumstances under which we may share it with third parties.

7.2 Processing of Personal Data. By using the Site or the Service, you acknowledge that you have read and understand our Privacy Policy and that Worklayer will process your personal data and other information in accordance with the Privacy Policy. If there is a conflict between these Terms and the Privacy Policy with respect to the collection, use, or processing of personal data for which Worklayer is the controller, the Privacy Policy will control. The processing of Employee Data on Customer’s behalf is governed by the DPA, which controls over these Terms and the Privacy Policy for that processing.

7.3 Cookies and Tracking Technologies. The Site and the Service may use cookies, local storage, web beacons, pixels, and similar technologies (“Tracking Technologies”) to collect information about your use of the Site and the Service and to remember your choices. For details on what Tracking Technologies we use, what information they collect, and how you can manage your preferences, please refer to our Cookie Policy and our Privacy Policy.

8. Confidentiality

Each party may receive non-public information of the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). Customer Data is Customer’s Confidential Information; non-public information about the Service, including its pricing, roadmap, Documentation, and security documentation, is Worklayer’s Confidential Information. The receiving party will (a) use Confidential Information only to perform under, exercise its rights under, or as otherwise permitted by the Agreement; (b) protect it with at least reasonable care; and (c) not disclose it except to employees, Affiliates, advisors, and contractors who need it for that purpose and are bound by comparable obligations. These obligations do not apply to information that is or becomes public without breach, was known before disclosure, was independently developed, or is rightfully received from a third party. Disclosure required by law is permitted with prompt notice to the other party where lawful. These obligations survive for 5 years after termination of the Agreement (indefinitely for Customer Data and trade secrets). Nothing in this Section limits Worklayer’s rights under Section 4.

9. Indemnification

9.1 By Customer. You agree to defend, indemnify, and hold harmless Worklayer and its Affiliates and their officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to (i) Customer Data submitted by or for Customer (excluding output generated by AI Features, except to the extent the claim arises from Customer inputs reproduced in that output); (ii) Customer’s employment or personnel decisions, or claims by Customer’s personnel or employee-representation bodies relating to Customer’s obligations under Section 5; (iii) your use of the Site or the Service in violation of these Terms; or (iv) your violation of any applicable law or regulation. Notwithstanding Section 9.3, we may assume control of the defense of any such claim at your expense, and you agree to cooperate with our defense. You agree not to settle any such claim without our prior written consent. We will make reasonable efforts to notify you promptly of any claim we become aware of.

9.2 By Worklayer. Worklayer will defend Customer against third-party claims alleging that the Service, as provided by us and used as permitted by the Agreement, infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will indemnify Customer for damages and costs finally awarded (or agreed in settlement) for such a claim. If the Service is subject to such a claim, we may procure the right for Customer to continue using it, modify it to be non-infringing, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid, unused fees. This Section 9.2 states Worklayer’s entire liability for infringement claims. It does not apply to claims arising from Customer Data (excluding output generated by AI Features, except to the extent the claim arises from Customer inputs reproduced in that output), from Beta Features or free-of-charge use, from combination with items not provided by us, or from use in violation of the Agreement.

9.3 Procedure. The indemnified party must promptly notify the other in writing of any claim, give the indemnifying party sole control of the defense and settlement (provided that no settlement may impose obligations on the indemnified party without its consent), and provide reasonable assistance at the indemnifying party’s expense.

10. Third-Party Services and Other Users

10.1 Third-Party Services. The Site and the Service may include links to or integrations with third-party websites, products, or services that you choose to use or connect (for example, Slack), or may display third-party content (collectively, “Third-Party Services”). We do not control, endorse, or take responsibility for any Third-Party Services. You use all Third-Party Services at your own risk, and you acknowledge and agree that the applicable third party’s own terms and privacy practices will apply to such use. By enabling an integration, Customer authorizes Worklayer to exchange Customer Data with the Third-Party Service as needed to provide the integration. An integration may be affected if the third party changes or discontinues its service or APIs.

10.2 Other Users. Your interactions with other users of the Site or the Service, including Authorized Users of the same or other Customers, are solely between you and those users. We are not responsible for any loss or harm resulting from those interactions, and we reserve the right, but have no obligation, to become involved in disputes between users.

10.3 Release. To the fullest extent permitted by law, you release Worklayer and its Affiliates and their officers, directors, employees, agents, successors, and assigns from all claims, demands, and damages of any kind arising out of or related to Third-Party Services or your interactions with other users. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542 WITH RESPECT TO THE FOREGOING, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

11. Warranties and Disclaimers

11.1 Limited Warranty. Worklayer warrants that during a paid subscription term the Service will perform materially in accordance with its Documentation and the service descriptions in the applicable Order Form. Customer’s exclusive remedy for breach of this warranty is that we will use commercially reasonable efforts to correct the non-conformity, and if we cannot within a reasonable period, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the remaining term. This warranty does not cover non-conformities caused by Customer’s configuration or misuse of the Service, unauthorized modifications, Third-Party Services, or use in breach of the Agreement, and does not apply to the Site, Beta Features, or free-of-charge use.

11.2 Disclaimers. EXCEPT AS EXPRESSLY STATED IN SECTION 11.1, THE SITE AND THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, WORKLAYER AND ITS SUPPLIERS AND LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR HARMFUL CODE, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR DECISION. BETA FEATURES AND FREE-OF-CHARGE USE ARE PROVIDED WITHOUT ANY WARRANTY. WHERE APPLICABLE LAW REQUIRES WARRANTIES THAT CANNOT BE DISCLAIMED, THEY ARE LIMITED TO 90 DAYS FROM YOUR FIRST USE.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) NEITHER PARTY, AND NONE OF WORKLAYER’S SUPPLIERS OR LICENSORS, WILL BE LIABLE FOR ANY LOST PROFITS, REVENUE, GOODWILL, OR DATA (EXCEPT FOR DATA-RESTORATION COSTS CAUSED BY BREACH OF SECTION 4), COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, OR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT OR THE USE OF (OR INABILITY TO USE) THE SITE OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
(b) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SITE, OR THE SERVICE IS CAPPED AT THE GREATER OF (i) US $100 AND (ii) THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT INCREASE THIS CAP;
(c) THE EXCLUSIONS IN (a) AND THE CAP IN (b) DO NOT APPLY TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9, CUSTOMER’S PAYMENT OBLIGATIONS, A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, OR ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE MANDATORY LAW (SUCH AS, IN SOME JURISDICTIONS, LIABILITY FOR INJURY TO LIFE, BODY, OR HEALTH);
(d) WORKLAYER WILL NOT BE LIABLE FOR RESULTING ERRORS (AS DEFINED IN SECTION 5).

The parties agree that these allocations of risk are reflected in the fees.

13. Term and Termination

13.1 Term. These Terms apply from your first acceptance or use and remain in effect while you use the Site and while any subscription or Order Form is in effect.

13.2 Suspension. We may suspend access to the Site or the Service (in whole or in part) immediately if reasonably necessary to address a security risk, unlawful use, a material breach of Section 2.2, a violation of Section 15.4 (export control and sanctions), or overdue payment (after the notice and cure opportunity in Section 3.5). We will limit suspensions in scope and duration to what is reasonably necessary and restore access when the cause is resolved.

13.3 Termination. Either party may terminate the Agreement if the other materially breaches it and fails to cure within 30 days of written notice, or immediately if the other becomes insolvent or subject to bankruptcy or similar proceedings. If Worklayer has reasonable grounds to believe Customer will be unable to pay amounts falling due, Worklayer may require prepayment or other adequate assurance of payment as a condition of continued provision of the Service. We may also suspend or terminate your access to the Site, to Beta Features, and to any free-of-charge use of the Service at any time and for any reason, including if we believe you have violated these Terms, and we are not liable to you for any such termination.

13.4 Effect of Termination. On termination or expiry: Customer’s access ends (subject to the export window in Section 4.5); fees accrued remain payable; and if Customer terminates under Section 13.3 for Worklayer’s uncured material breach, Worklayer will refund prepaid fees covering the period after the effective date of termination. Sections 2.2, 2.7, 2.8, 3 (as to accrued fees), 4, 5, 6.1, 6.4, 8, 9, 10.3, 11.2, 12, 13.4, 14, 15, and 16 survive termination, together with any other provision that by its nature should survive and any definitions needed to interpret them.

14. State- and Region-Specific Legal Notices

The provisions in this Section 14 apply only to users to the extent they are subject to the laws of the jurisdictions identified below. If a provision in this Section conflicts with another provision of these Terms, the jurisdiction-specific provision controls for users subject to that jurisdiction’s laws.

14.1 California. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, at 1625 N. Market Blvd., Suite N112, Sacramento, CA 95834, or by phone at (800) 952-5210. Under California Civil Code Section 1789.3, California users of the Site are entitled to the following specific consumer rights notice: The provider of the Site is Worklayer, Inc., 2810 N Church St, STE 89103, Wilmington, DE 19802, USA. To file a complaint regarding the Site, or to receive further information regarding use of the Site, send a letter to the above address or contact us at legal@worklayer.ai. You may also contact the Complaint Assistance Unit at the address and phone number above. If you are a California resident, you may have additional rights under the California Consumer Privacy Act (as amended by the California Privacy Rights Act), including the right to know what personal information we collect, the right to delete your personal information, the right to correct inaccurate personal information, and the right to opt out of the sale or sharing of your personal information. For details on how to exercise these rights, please see our Privacy Policy.

14.2 Colorado. If you are a Colorado resident, you may have additional rights under the Colorado Privacy Act (CPA), including the right to opt out of the processing of your personal data for purposes of targeted advertising, the sale of personal data, and certain profiling. For details, please see our Privacy Policy.

14.3 Connecticut. If you are a Connecticut resident, you may have additional rights under the Connecticut Data Privacy Act (CTDPA), including rights of access, correction, deletion, and data portability, as well as the right to opt out of the sale of personal data, targeted advertising, and profiling. For details, please see our Privacy Policy.

14.4 Virginia. If you are a Virginia resident, you may have additional rights under the Virginia Consumer Data Protection Act (VCDPA), including the right to access, correct, delete, and obtain a copy of your personal data, and the right to opt out of the processing of your personal data for targeted advertising, sale, or profiling. For details, please see our Privacy Policy.

14.5 Nevada. If you are a Nevada resident, you have the right under Nevada Revised Statutes Chapter 603A to direct us not to sell certain information we have collected or will collect about you. To exercise this right, please contact us at privacy@worklayer.ai.

14.6 Other States. If you reside in another US state with a comprehensive consumer privacy law (for example, Texas, Oregon, Montana, Utah, Iowa, Indiana, or Tennessee), you may have similar rights under that law. For details, please see our Privacy Policy or contact us at privacy@worklayer.ai.

14.7 European Union, EEA, and United Kingdom. If you are located in the European Union, the European Economic Area, or the United Kingdom, nothing in these Terms limits any rights you have under mandatory provisions of applicable law that cannot be derogated from by agreement, including your rights under the GDPR and the UK GDPR, which are described in our Privacy Policy. Employee Data processed on a Customer’s behalf is subject to the DPA, and requests concerning that data should be directed to the Customer as controller.

15. General

15.1 Changes to These Terms. We may update these Terms from time to time. If we make material changes, we will notify you by email (to the address on file for the account) or by a prominent notice on the Site or in the Service before they take effect. Your continued use of the Site or the Service after the effective date of the updated Terms means you accept them. For Customers with an active paid subscription, material changes take effect at the start of the first renewal term beginning at least 30 days after notice, unless the change is required by law, addresses a security or legal risk, or applies only to new features, in which case it takes effect on the date stated in the notice; if Customer objects to a change, it may elect not to renew (Section 3.1), and if a change taking effect during a current term materially reduces Customer’s rights, Customer may terminate the affected subscription effective when the change takes effect and receive a pro-rata refund of prepaid fees for the remainder of the term. If no subscription is active, changes apply upon posting.

15.2 Governing Law. These Terms, the Agreement, and any dispute arising out of or related to them, the Site, or the Service will be governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict-of-law principles and excluding the UN Convention on Contracts for the International Sale of Goods. For any claim or dispute not subject to the arbitration provisions in Section 16, you and Worklayer irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in New Castle County, Delaware, and waive any objection to venue or inconvenient forum. Notwithstanding the foregoing: (a) either party may bring an action in any court of competent jurisdiction for injunctive or other equitable relief to protect its intellectual property rights (including patents, copyrights, trademarks, and trade secrets) or its Confidential Information; and (b) either party may bring an individual action in small claims court for claims within that court’s jurisdictional limits.

15.3 Notices. Legal notices to Worklayer must be sent by email to legal@worklayer.ai or by post to Worklayer, Inc., 2810 N Church St, STE 89103, Wilmington, DE 19802, USA. Notices to Customer will be sent to the administrator email address on the account. Email notice is effective when sent.

15.4 Export Control and Sanctions. Each party will comply with applicable export-control and economic-sanctions laws, including those of the United States (including the Export Administration Regulations and OFAC sanctions programs), the European Union, and the United Nations. You agree not to export, re-export, or transfer any technical data, software, or products acquired from the Site or the Service in violation of those laws. Customer represents that neither it nor any Authorized User is a sanctioned or denied party, and that it will not permit access to the Service from embargoed jurisdictions or otherwise in violation of such laws.

15.5 Electronic Communications. By using the Site or the Service, you consent to receiving communications from us electronically (by email or notices posted on the Site or in the Service). These electronic communications satisfy any legal requirement that communications be in writing, and you agree that Order Forms and other documents relating to the Agreement may be executed electronically.

15.6 Accessibility. Worklayer is committed to making the Site accessible to all users, including individuals with disabilities. We endeavor to conform to the Web Content Accessibility Guidelines (WCAG) 2.1, Level AA, as published by the World Wide Web Consortium (W3C). If you experience any difficulty accessing or navigating the Site or the Service, or if you have suggestions for improving accessibility, please contact us at legal@worklayer.ai. We will make reasonable efforts to address accessibility concerns promptly.

15.7 Entire Agreement; Precedence. These Terms, together with each Order Form, the DPA, the Privacy Policy, and any other policies or guidelines referenced herein, are the entire agreement between you and Worklayer regarding the Site and the Service and supersede all prior or contemporaneous discussions, proposals, and agreements, other than any separate non-disclosure agreement between the parties, which remains in effect. Customer’s purchase-order or other standard terms do not apply, even if referenced in an ordering document or attached to a payment, unless Worklayer expressly agrees to them in writing. In case of conflict: (1) the Order Form, (2) the DPA (for data protection matters), (3) these Terms, (4) the Documentation.

15.8 Severability; Waiver; Interpretation. If any provision of these Terms is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to be valid, and the remaining provisions will continue in effect. Our failure to enforce any provision is not a waiver of that provision. The word “including” means “including without limitation,” and headings are for convenience only.

15.9 Assignment. Customer may not assign or transfer these Terms or the Agreement without our prior written consent, except to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets, with notice to us. We may assign these Terms and the Agreement freely, including to an Affiliate or successor in interest. These Terms bind and benefit the parties and their permitted assignees.

15.10 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control. The affected party will notify the other without undue delay. If such an event prevents performance of a material part of the Service for more than 60 consecutive days, either party may terminate the affected subscription by written notice, and Worklayer will refund prepaid fees covering the period after termination.

15.11 Publicity. Worklayer may identify Customer by name and logo as a customer in customer lists and marketing materials; Customer may opt out at any time by emailing legal@worklayer.ai.

15.12 Independent Parties; No Third-Party Beneficiaries. The parties are independent contractors; these Terms create no partnership, agency, or employment relationship. The Agreement is for the benefit of the parties only; there are no third-party beneficiaries. Customer’s personnel acquire no rights under it, and Affiliates may use the Service under Section 1.3 but acquire no direct claims against Worklayer.

15.13 Language. These Terms are drafted in English. Translations, if provided, are for convenience only, and the English version controls.

15.14 Copyright and Brand Assets. Copyright © 2026 Worklayer, Inc. All rights reserved. All names, logos, and other brand assets displayed on the Site or in the Service are the property of Worklayer or the respective third parties. You may not use any of them without prior written consent from the owner.

16. Dispute Resolution

Please read this Section carefully. It affects your legal rights, including your right to sue in court and your right to a jury trial.

16.1 Applicability. Except as described below, you and Worklayer agree to resolve all disputes arising out of or relating to the Site, the Service, the Agreement, or these Terms through binding individual arbitration, not in court. Exceptions include: (i) claims that qualify for small claims court, brought on an individual basis; (ii) requests for injunctive or other equitable relief related to intellectual property or Confidential Information (such as trademarks, trade secrets, or copyrights); and (iii) actions to collect undisputed fees. This arbitration agreement applies to all claims, including those that arose before you agreed to these Terms.

16.2 Try to Resolve First. Before starting arbitration, the parties agree to try to resolve the dispute informally. The party raising the dispute must send written notice (an “Informal Notice”) to the other party describing the dispute and the relief sought. Within 45 days of receipt of the Informal Notice, the parties (including, for Customer, a representative with authority to settle) will meet by phone or video in good faith to try to resolve the dispute. Worklayer’s notice address is legal@worklayer.ai or Worklayer, Inc., 2810 N Church St, STE 89103, Wilmington, DE 19802, USA; Customer’s notice address is the administrator email on the account. If the informal dispute resolution process does not resolve the dispute within 60 days of the Informal Notice, either party may start arbitration.

16.3 Arbitration Rules. Arbitrations will be administered by JAMS (www.jamsadr.com) under its rules in effect when the arbitration is started. Claims under US $250,000 (excluding fees and interest) will use JAMS’ Streamlined Arbitration Rules; larger claims will use JAMS’ Comprehensive Arbitration Rules. Unless the parties agree otherwise, the arbitration will be seated in Wilmington, Delaware, hearings may be conducted by video conference, and the proceedings will be conducted in English. All arbitration materials, documents, and awards are confidential.

16.4 Arbitration Demand. The arbitration demand must include: (i) the claimant’s contact information and, if applicable, the Customer account name; (ii) a description of the claims and supporting facts; (iii) the relief sought and a good-faith estimate of damages; (iv) confirmation that the claimant completed the informal resolution process in Section 16.2; and (v) proof of payment of any required filing fee.

16.5 Authority of Arbitrator. The arbitrator has authority to resolve all arbitrable disputes, including questions about the scope and enforceability of this arbitration agreement, except that courts (not arbitrators) will decide: (i) challenges to the class action waiver below; (ii) disputes about arbitration fees; (iii) whether a condition precedent to arbitration has been satisfied; and (iv) which version of this agreement applies. The arbitrator may award the same relief as a court, but on an individual basis only, and must apply these Terms (including the limitations in Sections 11 and 12) as a court would. The arbitrator’s award is final and binding, and judgment may be entered in any court with jurisdiction.

16.6 Waiver of Jury Trial. BY AGREEING TO ARBITRATION, YOU AND WORKLAYER WAIVE THE RIGHT TO A TRIAL BY JUDGE OR JURY FOR ALL COVERED CLAIMS. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL TO THE FULLEST EXTENT PERMITTED BY LAW.

16.7 Waiver of Class Actions. ALL DISPUTES MUST BE BROUGHT ON AN INDIVIDUAL BASIS. NEITHER YOU NOR WORKLAYER MAY BRING CLAIMS AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, REPRESENTATIVE, OR COLLECTIVE PROCEEDING. The arbitrator may only award relief on an individual basis. If a court finds this class action waiver unenforceable as to a specific claim, that claim may be litigated in the state or federal courts located in New Castle County, Delaware; all other claims remain subject to arbitration.

16.8 Attorneys’ Fees and Costs. Each party bears its own attorneys’ fees, and arbitration fees are allocated as provided in the applicable JAMS rules, unless the arbitrator finds a claim was frivolous or brought for an improper purpose, in which case the arbitrator may award fees and costs against the party that brought it.

16.9 Batch Arbitration. If 100 or more substantially similar arbitration demands are filed against Worklayer within a 30-day period by the same law firm or coordinated group, JAMS will batch them into groups of 100 and appoint one arbitrator per batch, with one set of fees per batch.

16.10 Opt-Out. You may opt out of this arbitration agreement within 30 days of first accepting these Terms (or of being notified of a material change to this Section) by sending written notice to Worklayer, Inc., 2810 N Church St, STE 89103, Wilmington, DE 19802, USA, or by email to legal@worklayer.ai. Your notice must include your name, your address, the name of the Customer account (if any), and a clear statement that you wish to opt out of arbitration. Opting out does not affect any other part of these Terms, including the governing law and venue provisions in Section 15.2.

16.11 Time Limit on Claims. Except for Customer’s payment obligations, a party’s indemnification obligations, and claims that cannot be time-limited under applicable law, any claim arising out of or relating to the Agreement, the Site, or the Service must be started (by filing an arbitration demand or, where permitted, a court action) within one year after the cause of action accrues, or it is permanently barred.

16.12 Severability. If any part of this arbitration agreement is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of this Section remains in effect, except as provided in Section 16.7.

17. Contact

Worklayer, Inc.
2810 N Church St, STE 89103
Wilmington, DE 19802, USA
Email: legal@worklayer.ai