Terms of Service

The Services are intended for businesses. You may use them only if you are at least 18 years old and authorized to enter into a binding contract on behalf of your business. You agree to provide accurate information when creating an account and to keep it up to date.

If you are a paying customer ("Customer"), the commercial terms — pricing, scope, deliverables, payment schedule, IP ownership — are set out in your signed Master Services Agreement ("MSA") and each accompanying Statement of Work ("SOW"). The MSA + SOW(s) control over these Terms where they conflict for that engagement.

If you don't have a signed MSA, your use is limited to the public marketing website at workhiiv.com under these Terms only.

You will not, and will not allow anyone else to:

• Use the Services for unlawful, harmful, fraudulent, or infringing activity.
• Send SMS or other communications that violate applicable laws including TCPA, CAN-SPAM, CASL, or similar regimes.
• Send messages to recipients who have not opted in or who have opted out.
• Attempt to reverse-engineer, decompile, or extract source code from the Services (beyond what your MSA specifically permits).
• Use the Services to compete with Workhiiv by building a substantially similar product.
• Bypass security, rate limits, or access controls.
• Probe or test the vulnerability of the Services without written authorization.
• Misrepresent the identity, sender, or origin of any message.

The Services rely on third-party providers (including Jobber, Anthropic, Quo/OpenPhone, Twilio, Railway, Vercel, and others). Your use of those services through Workhiiv is subject to their own terms. We are not responsible for changes, outages, or policy decisions of third parties.

Fees are described in your signed SOW. Unless otherwise stated:

• Invoices are due within 15 days of receipt.
• Late amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower.
• Fees are exclusive of taxes; you are responsible for applicable sales, use, or value-added taxes other than taxes on our net income.
• Third-party usage costs (AI tokens, hosting, telephony) are passed through at cost when so specified in the SOW.

Your materials. You retain all right, title, and interest in materials, data, content, credentials, and know-how you provide. You grant us a limited license to use them solely to operate the Services for you.

Deliverables. Upon payment in full, we assign to you all right, title, and interest in the deliverables we specifically create for you under an SOW (your agent persona, knowledge base, customer data, configuration), excluding Provider Tools below.

Provider Tools. We retain all rights to pre-existing or independently developed code, frameworks, prompts, libraries, templates, methodologies, and the Workhiiv platform itself ("Provider Tools"). We grant you a perpetual, worldwide, royalty-free, non-exclusive license to use Provider Tools to the extent embedded in or necessary to operate your Deliverables.

Feedback. You grant us a perpetual, royalty-free license to use feedback or suggestions you provide to improve the Services.

Each party may receive non-public information of the other party ("Confidential Information"). The receiving party will use Confidential Information only to perform under these Terms and will protect it with at least the same care it uses for its own confidential information. This obligation survives termination for two (2) years; trade secrets are protected for as long as they remain trade secrets.

The Services use AI models to generate responses, suggestions, and other outputs. AI outputs can be inaccurate, incomplete, biased, or otherwise unsuitable for a given purpose. You are responsible for reviewing AI outputs before acting on them in any customer-facing or legally significant context. Workhiiv does not warrant that AI-generated content will be error-free.

Mutual. Each party warrants that it has authority to enter these Terms.

Services. We warrant that the Services will be performed in a professional and workmanlike manner consistent with industry standards.

Disclaimer. Except as expressly stated in these Terms or your SOW, the Services are provided "as is." We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

Except for breaches of confidentiality, indemnification obligations, or a party's gross negligence or willful misconduct, neither party will be liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue. Each party's aggregate liability under an SOW will not exceed the fees paid or payable by you to us in the twelve (12) months preceding the event giving rise to the claim.

Each party will defend, indemnify, and hold harmless the other from third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of these Terms. We will additionally defend you against third-party claims that the Deliverables (excluding your materials and modifications you make) infringe a third party's intellectual property rights.

These Terms apply for as long as you use the Services. Active SOWs continue to govern in-flight work until completion. Either party may terminate an SOW or these Terms for material breach not cured within fifteen (15) days of written notice. On termination, you remain liable for fees accrued through the effective date of termination.

We may suspend or terminate access immediately if you violate Section 3 (Acceptable use), fail to pay invoiced amounts, or pose a security risk.

Your handling of end-user data through the Services is subject to our Privacy Policy and applicable law. We will assist you in fulfilling reasonable data export and deletion requests on termination.

We are an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

These Terms are governed by the laws of the Province of Ontario, Canada, without regard to conflict-of-laws principles. The parties will first attempt to resolve disputes through good-faith negotiation. Disputes not resolved within thirty (30) days will be resolved by binding arbitration in Toronto, Ontario, under the rules of the ADR Institute of Canada, except that either party may seek injunctive relief in court for breaches of confidentiality or intellectual property.

We may update these Terms from time to time. Material changes will be communicated by email to Customers and posted here with a revised "Last updated" date. Your continued use of the Services after the effective date constitutes acceptance.

1001039001 Ontario Inc. (operating as Workhiiv)
Ontario, Canada
shane@workhiiv.com