Last Updated: October 10, 2024

These Platform Terms of Service (“Terms”) govern the relationship between Coworked Inc. (“Coworked,” “we,” “our,” or “us”) and the entity or person (“Customer,” “you,” or “your”) accessing or using Coworked’s software-as-a-service offerings, including Harmony, our AI Project Manager, and any related services (collectively, the “Services”). Please read these Terms carefully along with our Privacy Policy, which explains how we handle your data.

By accessing or using our Services, you agree to these Terms. Together with any written purchase documents, including Order Forms, these Terms and our Privacy Policy form a legally binding agreement between you and Coworked (the “Agreement”). If you do not agree with any part of these Terms, please stop using the Services immediately.

Coworked reserves the right to update these Terms from time to time. All changes will be effective as of the “Last Updated” date above. Your continued use of the Services after changes are posted constitutes acceptance of the updated Terms.

1. Definitions

1.1 Coworked IP: Refers to the Services, Documentation, and all other technology, including software, works of authorship, user interfaces, workflows, algorithms, data, know-how, trade secrets, inventions, processes, techniques, designs, and other tangible or intangible technical material provided by or on behalf of Coworked in connection with the Services, along with all improvements, enhancements, modifications, and derivative works of the foregoing. For clarity, Coworked IP does not include Customer Data.

1.2 Customer Data: Refers to (i) any information, data, inputs, or content that is submitted, posted, or transmitted by you or your Authorized Users through the Services; and (ii) data generated and made available to you by the Services through the use of such inputs, including outputs. Customer Data does not include any content owned by or licensed to Coworked, nor does it include Usage Data.

1.3 Documentation: Refers to Coworked’s user manuals, handbooks, and guides, as well as other training and support materials related to the Services, which may be provided electronically or in hard copy form.

1.4 Input: Refers to the prompts, commands, or other information provided by you or your Authorized Users to the Services.

1.5 Output: Refers to the results, responses, or content generated and returned by the Services based on the Input provided by you or your Authorized Users.

1.6 Usage Data: Refers to anonymized and aggregated data that describes how you or your Authorized Users interact with the Services. For clarity, Usage Data will not include any personal information or data that is directly identifiable to you.

1.7 Authorized Users: Refers to your employees, consultants, or agents who are expressly authorized by you to access and use the Services under the terms of this Agreement, and for whom access has been purchased.

2. Access and Use

2.1 Rights Granted

Subject to your compliance with these Terms, Coworked grants you a non-exclusive, non-transferable, non-sublicensable right to access and use theServices and associated Documentation for your internal business purposes. This right is limited to you and your Authorized Users and is valid during the term of the Agreement. All rights not expressly granted to you are reserved by Coworked.

2.2 Your Responsibilities

· Account Creation: You and your Authorized Users may be required to create an account to access the Services. You are responsible for all activities that occur under your account and your Authorized Users’ accounts.

· Authorized Use: You are responsible for ensuring that all use of the Services by you and your Authorized Users complies with these Terms. This includes making sure Authorized Users are aware of and comply with applicable provisions.

· Account Security: You are responsible for safeguarding the confidentiality of all usernames, passwords, and account credentials. You agree to promptly notify Coworked of any unauthorized access to or use of your account.

2.3 Restrictions

You may not, and must ensure that your Authorized Users do not:

· (i) Copy, modify, reproduce, or create derivative works of the Services or Documentation;

· (ii) Reverse engineer, decompile, disassemble, or attempt to derive any source code from the Services;

· (iii) Use the Services to develop or train any competing AI project management tools or models;

· (iv) Make the Services available to anyone other than Authorized Users.

2.4 Suspension

Coworked reserves the right to temporarily suspend access to the Services if, in its sole discretion, it determines that:· (i) There is a security risk or threat to the Services or Coworked IP;

· (ii) Your or your Authorized Users' use of the Services is disruptive or poses a risk to other users;

· (iii) You or your Authorized Users are engaging in fraudulent or illegal activities;

· (iv) You become insolvent or involved in bankruptcy or liquidation proceedings.

2.5 Service Availability

Coworked may modify or discontinue any aspect of the Services at its discretion. No guarantees are made regarding the quality, stability, availability, or reliability of the Services unless otherwise specified in a separate agreement or Order Form.

3. Content Rights; Intellectual Property

3.1 Ownership

Coworked owns all rights, title, and interest in and to the Services, Documentation, and Coworked IP, including all associated intellectual property rights. Except for the limited rights expressly granted to you under these Terms, no other rights are granted, and Coworked reserves all rights not expressly provided for in this Agreement.

You retain all rights, title, and interest in and to Customer Data, including Outputs generated from your use of the Services, to the fullest extent permitted by law. Coworked makes no claim of ownership over Customer Data.

3.2 License to Customer Data

By using the Services, you grant Coworked a non-exclusive, royalty-free, worldwide, sublicensable, and transferable license to use, reproduce, modify, distribute, and display Customer Data as necessary to provide and improve theServices. This license is solely for the purpose of performing our obligations under these Terms.

You represent and warrant that you have the necessary rights to grant this license to Coworked and that Coworked’s use of Customer Data will not infringe any third-party rights or violate any applicable laws.

3.3 Use of Customer Data

Coworked may use Customer Data to:

· (i) Provide and maintain the Services;

· (ii) Improve and develop new features and functionalities;

· (iii) Enforce our terms and policies; and

· (iv) Keep the Services secure and operational.

Coworked will handle Customer Data in accordance with the Privacy Policy.

3.4 Marketing and Publicity

By agreeing to these Terms, you grant Coworked the right to use your name, logo, and trademarks for marketing and promotional purposes, such as listing you as a customer on Coworked’s website and in other promotional materials. This use is subject to mutual agreement on any specific case studies or other collaborative marketing initiatives.

3.5 Feedback

If you or any Authorized Users provide feedback, suggestions, or ideas about the Services (“Feedback”), Coworked may use such Feedback without any restriction or obligation to compensate you. All Feedback is considered Coworked’s Confidential Information, and Coworked may incorporate it into the Services or its business operations without any acknowledgment or payment to you.

4. Security and Privacy

4.1 Data Security

Coworked will take commercially reasonable steps to protect the security of Customer Data, including using appropriate technical, administrative, and physical safeguards to prevent unauthorized access, disclosure, alteration, or destruction of Customer Data. Despite these efforts, no method of data transmission or storage is 100% secure, and Coworked cannot guarantee absolute security.

You are responsible for maintaining the security of your account credentials (such as usernames and passwords) and for promptly notifying Coworked of any unauthorized use or access to your account.

4.2 Personal Data

If you or your Authorized Users use the Services to process personal data, you are responsible for complying with all applicable data protection laws, including but not limited to obtaining the necessary consents for the processing of personal data.

If your use of the Services involves the processing of personal data as defined under applicable data protection laws (e.g., General Data Protection Regulation “GDPR,” California Consumer Privacy Act “CCPA”), you agree to execute Coworked’s Data Processing Addendum (DPA).

You agree not to process any sensitive personal information (such as social security numbers, credit card information, or health-related data) using the Services unless explicitly agreed in writing with Coworked.

4.3 Data Breach Notification

In the event of a data breach that affects your personal information or Customer Data, Coworked will notify you without undue delay and will take appropriate steps to mitigate the breach, as required by applicable law. You are responsible for notifying your employees, customers, or any impacted third parties as necessary and in accordance with applicable data protection laws.

4.4 Privacy Policy

Coworked’s collection, use, and disclosure of personal information, including Customer Data, are governed by the Privacy Policy. By using the Services, you agree to the terms outlined in the Privacy Policy. You should review this document periodically to stay informed of how your data is handled.

5. Payment and Billing

5.1 Payment Terms

You agree to pay all fees for the Services as specified in the applicable Order Form or agreement. Unless otherwise specified, all fees are quoted and payable in U.S. dollars. Payments are due within thirty (30) days of the invoice date, unless otherwise stated in the Order Form.

Failure to pay within the specified timeframe may result in the suspension or termination of your access to the Services. Any unpaid amounts will accrue interest at the rate of 1.5% per month, or the highest rate permitted by law, whichever is lower.

5.2 Taxes

You are responsible for all applicable taxes, including sales, use, excise, or similar taxes, duties, and charges imposed by any federal, state, or local governmental authority related to your use of the Services, excluding taxes based on Coworked’s net income.

If any withholding taxes are required by law, you must notify Coworked and provide all necessary documentation. You agree to pay Coworked any additional amounts necessary to ensure that the net amount Coworked receives after any required tax deductions equals the full amount it would have received if no withholding had been required.

5.3 Disputed Charges

If you dispute any portion of an invoice, you must notify Coworked in writing within ten (10) business days of receiving the invoice, providing a detailed explanation of the disputed amount. Both parties will work in good faith to resolve the dispute. You must still pay the undisputed portion of the invoice by the due date.

5.4 Billing through Third Parties

Coworked may use third-party payment processors to handle invoicing and payment collection. Your use of such third-party services is subject to the terms and conditions of those payment processors, which may supersede the payment and billing provisions in this Agreement to the extent of any conflict.

5.5 Changes to Fees

Coworked reserves the right to change the fees for the Services. Any fee changes will be communicated to you with at least thirty (30) days' notice, and will apply to your next billing cycle. Your continued use of the Services after the fee change goes into effect constitutes your agreement to the updated fees.

6. Confidentiality

6.1 Definition of Confidential Information

"Confidential Information" refers to any non-public, proprietary, or sensitive information disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”), either directly or indirectly, whether in written, oral, electronic, or other form, that the Receiving Party would reasonably understand to be confidential, including but not limited to:

· Business operations, financials, and strategies;

· Intellectual property, trade secrets, technical data, software, and product designs;

· Customer information and marketing strategies;

· Any other information marked or designated as "Confidential."

Confidential Information does not include information that:

· (i) Is or becomes publicly available through no breach by the Receiving Party;

· (ii) Was lawfully known to the Receiving Party prior to disclosure without breach of any confidentiality obligation;

· (iii) Is lawfully received from a third party without restriction on disclosure; or

· (iv) Is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

6.2 Obligations of Confidentiality

The Receiving Party agrees to:

· (i) Use the Disclosing Party’s Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement;

· (ii) Take reasonable measures to protect the confidentiality of the Disclosing Party’s Confidential Information, ensuring that it is not disclosed or used except as permitted by this Agreement;

· (iii) Disclose Confidential Information only to its employees, contractors, or agents who need to know such information and are bound by obligations of confidentiality no less restrictive than those set forth in these Terms.

6.3 Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose any of the Disclosing Party’s Confidential Information, the Receiving Party must:

· (i) Promptly notify the Disclosing Party before making such disclosure, if legally permissible;

· (ii) Cooperate with the Disclosing Party to seek protective measures to limit the disclosure or use of the Confidential Information; and

· (iii) Only disclose the Confidential Information to the extent required by law or court order.

6.4 Return or Destruction of Confidential Information

Upon termination or expiration of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party must promptly return or destroy all copies of the Disclosing Party’s Confidential Information in its possession or control and certify in writing that such information has been returned or destroyed, except where retention is required by law.

6.5 Duration of Confidentiality Obligations

The obligations under this Section 6 will remain in effect during the term of this Agreement and for a period of five (5) years after the expiration or termination of the Agreement, except for trade secrets, which will remain confidential for as long as they are protected under applicable law.

7. Term and Termination

7.1 Term

This Agreement begins on the date specified in the applicable Order Form (“Effective Date”) and continues for the duration set forth in that Order Form, unless terminated earlier in accordance with these Terms. After the initial term, the Agreement may automatically renew for additional periods as specified in the Order Form unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.

7.2 Termination for Cause

Either party may terminate this Agreement with immediate effect if the other party:

· (i) Materially breaches the Agreement and fails to cure the breach within thirty (30) days after receiving written notice of such breach from the non-breaching party;

· (ii) Becomes insolvent, ceases to do business in the ordinary course, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, reorganization, liquidation, or other similar proceedings.

Coworked may also terminate or suspend access to the Services, with or without notice, if:

· (i) You fail to pay any amount due within ten (10) business days of notice of non-payment;

· (ii) Your or your Authorized Users’ use of the Services violates the Use Restrictions or confidentiality provisions of this Agreement.

7.3 Effect of Termination

Upon termination or expiration of this Agreement:

· (i) All rights granted to you under the Agreement will immediately cease, and you must stop using the Services;

· (ii) You must return, delete, or destroy all copies of Coworked IP, Documentation, and any Confidential Information in your possession and certify in writing that you have done so;

· (iii) You remain responsible for paying any fees that became due prior to the effective date of termination.

Termination or expiration of the Agreement does not entitle you to any refund of fees paid or relieve you of your obligations to pay any outstanding amounts owed.

7.4 Survival

The following sections of this Agreement will survive the termination or expiration of the Agreement: Definitions, Content Rights; Intellectual Property, Confidentiality, Security and Privacy, Indemnification, Limitation of Liability, and Dispute Resolution and Arbitration, as well as any other provisions that by their nature should survive termination.

8. Warranty Disclaimer

8.1 No Warranties

THE SERVICES, DOCUMENTATION, AND ALL COWORKED IP ARE PROVIDED "AS IS" AND "AS AVAILABLE." COWORKED MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES OR DOCUMENTATION. TO THE FULLEST EXTENT PERMITTED BY LAW, COWORKED SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION:

· WARRANTIES OF MERCHANTABILITY;

· WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE;

· WARRANTIES OF TITLE; AND

· WARRANTIES OF NON-INFRINGEMENT.

8.2 No Guarantee of Results

COWORKED DOES NOT WARRANT THAT:

· (i) THE SERVICES WILL MEET YOUR REQUIREMENTS;

· (ii) THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;

· (iii) ANY INFORMATION OR DATA PROVIDED THROUGH THE SERVICES WILL BE ACCURATE OR RELIABLE;

· (iv) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR

· (v) THE SERVICES WILL BE COMPATIBLE WITH ANY SOFTWARE, SYSTEMS, OR HARDWARE NOT EXPRESSLY SPECIFIED BY COWORKED.

8.3 Limitation of Liability

ANY RELIANCE YOU PLACE ON THE SERVICES IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE SERVICES, INCLUDING ANY CONTENT OR OUTPUT GENERATED. COWORKED DISCLAIMS ANY LIABILITY FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM YOUR USE OF THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. IN SUCH CASES, THE DISCLAIMERS SET FORTH HEREIN SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Indemnification

9.1 Indemnification by Coworked

Coworked will defend, indemnify, and hold you harmless from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising out of any third-party claim, suit, action, or proceeding (“Third-Party Claim”) alleging that your use of the Services in accordance with these Terms infringes or misappropriates the intellectual property rights of a third party, provided that you:

· (i) Promptly notify Coworked in writing of the Third-Party Claim;

· (ii) Cooperate with Coworked in defending the Third-Party Claim; and

· (iii) Allow Coworked sole control over the defense and any settlement of the Third-Party Claim.

Coworked will not be responsible for any settlement that you make without Coworked’s prior written consent.

9.2 Indemnification by Customer

You agree to defend, indemnify, and hold Coworked, its officers, directors, employees, and agents harmless from and against any losses, damages, liabilities, costs, and expenses (including reasonable attorney fees) arising out of:

· (i) Your or your Authorized Users’ violation of these Terms;

· (ii) Any third-party claim related to your Customer Data or any use of Customer Data in connection with the Services;

· (iii) Your or your Authorized Users' use of the Services in violation of applicable law, including data protection laws; or

· (iv) Your or your Authorized Users’ gross negligence or willful misconduct.

9.3 Indemnification Process

In the event of a Third-Party Claim for which either party seeks indemnification:

· (i) The indemnified party must provide prompt written notice to the indemnifying party, though failure to do so will not relieve the indemnifying party of its obligations except to the extent that the delay prejudices the defense;

· (ii) The indemnified party must reasonably cooperate in the defense or settlement of the claim; and

· (iii) The indemnifying party has the right to assume control of the defense and settlement of the claim, provided that the indemnified party may participate in the defense with counsel of its choosing at its own expense.

9.4 Limitations

Coworked will have no indemnification obligations to the extent a Third-Party Claim arises from:

· (i) Use of the Services in violation of this Agreement or for purposes not authorized by Coworked;

· (ii) Combination of the Services with any data, software, hardware, or technology not provided by Coworked, if the claim would not have arisen without such combination;

· (iii) Any modifications to the Services not made by Coworked; or

· (iv) Your continued use of the Services after being notified to stop due to an alleged infringement claim.

10. Limitations of Liability

10.1 Exclusion of Certain Damages

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR ANY:

· (i) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES;

· (ii) LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, OR DATA;

· (iii) BUSINESS INTERRUPTION OR DOWNTIME;

· (iv) LOSS OF GOODWILL OR REPUTATION; OR

· (v) COST OF SUBSTITUTE GOODS OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE OTHERWISE FORESEEABLE.

10.2 Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO COWORKED UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

10.3 Exceptions

The limitations set forth in this Section 10 will not apply to:

· (i) Either party’s indemnification obligations under Section 9;

· (ii) A party’s gross negligence, willful misconduct, or fraud;

· (iii) Breach of confidentiality obligations under Section 6;

· (iv) Customer’s violation of Use Restrictions under Section 2.3;

· (v) Either party’s infringement or misappropriation of the other party’s intellectual property rights.

10.4 Application of Limitations

The limitations and exclusions of liability in this Section 10 apply to all claims, whether arising from breach of contract, tort, strict liability, or any other legal theory.

11. Dispute Resolution and Mandatory Arbitration

11.1 Good Faith Effort to Resolve Disputes

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement (a “Dispute”), the parties will first attempt to resolve the Dispute through good faith negotiations. If the Dispute is not resolved within thirty (30) days after one party provides written notice to the other party describing the Dispute, either party may proceed to binding arbitration as set forth below.

11.2 Mandatory Arbitration

If the parties are unable to resolve the Dispute as described in Section 11.1, the Dispute will be settled by binding arbitration in accordance with the rules of the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The following conditions will apply:

· (i) The arbitration will be conducted in English;

· (ii) The arbitration will take place in the Commonwealth of Massachusetts, USA;

· (iii) One arbitrator, mutually agreed upon by the parties, will be appointed. If the parties cannot agree on an arbitrator, the AAA will appoint one in accordance with its rules;

· (iv) The arbitrator’s award will be final and binding on the parties, and judgment on the award may be entered in any court having jurisdiction.

11.3 No Class Actions

You and Coworked agree that all claims must be brought on an individual basis, and not as a plaintiff or class member in any purported class, collective, or representative action. The arbitrator may not consolidate more than one party’s claims or otherwise preside over any form of a representative or class proceeding.

11.4 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction, including but not limited to, claims related to intellectual property rights or breach of confidentiality, without first engaging in arbitration.

11.5 Fees and Expenses

Each party will bear its own costs and expenses, including legal fees, associated with the arbitration, except as may be required by applicable law. The fees and costs of the arbitrator will be shared equally by the parties unless the arbitrator determines otherwise in the award.

11.6 Governing Law

This Agreement, including any arbitration proceedings, is governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, without regard to its conflict of laws principles.

12. Miscellaneous

12.1 Notices

All notices, requests, consents, claims, demands, waivers, and other communications (collectively, "Notices") must be in writing and addressed to the parties at their respective addresses specified in the Order Form or as updated by either party through written notification. Notices must be delivered by personal delivery, email (with confirmation of receipt), or by certified or registered mail (return receipt requested). Notices will be deemed effective upon receipt.

12.2 Force Majeure

Neither party will be liable for any failure or delay in performance under this Agreement (other than for the payment of money) due to circumstances beyond its reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, government actions, strikes, or other labor disturbances. In such cases, the affected party will promptly notify the other party and use commercially reasonable efforts to resume performance as soon as practicable.

12.3 Relationship of the Parties

The parties are independent contractors, and nothing in this Agreement will be construed to create any partnership, joint venture, or employer-employee relationship between the parties. Neither party has authority to act for or bind the other party in any way.

12.4 Modifications

Coworked reserves the right to modify or update these Terms at any time. If we make material changes to the Terms, we will provide you with notice through email or through the Services at least thirty (30) days before the changes take effect. Your continued use of the Services after the changes become effective will constitute your acceptance of the updated Terms. If you do not agree to the changes, you must stop using the Services.

12.5 Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such provision will be enforced to the maximum extent permissible, and the remaining provisions of this Agreement will remain in full force and effect.

12.6 Governing Law

This Agreement and all matters related to it, including any disputes or claims arising out of it, will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, USA, without regard to its conflict of law principles.

12.7 Assignment

You may not assign or transfer any of your rights or obligations under this Agreement without Coworked’s prior written consent. Any attempt to assign or transfer this Agreement in violation of this section will be null and void. Coworked may assign or transfer this Agreement without restriction in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

12.8 Entire Agreement

This Agreement, together with any Order Forms and any other documents incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter. It supersedes all prior and contemporaneous agreements, proposals, or understandings, both written and oral, concerning its subject matter.

12.9 Waiver

No waiver by either party of any breach or default by the other party will be deemed a waiver of any prior or subsequent breach or default. Any waiver must be in writing to be effective.

12.10 Equitable Relief

Each party acknowledges and agrees that a breach or threatened breach of Sections regarding Confidentiality or Intellectual Property would cause irreparable harm, and monetary damages may not be an adequate remedy. In such cases, the non-breaching party may seek injunctive relief or specific performance, in addition to any other remedies available under law or equity.