Terms of Service

These Terms of Service (“Terms”) are a binding agreement between Workflow Reliance LLC, a Colorado limited liability company doing business as “Workflow Reliance” (“WR,” “we,” “us,” or “our”), and the business entity that registers for, accesses, or uses the Platform (the “Client,” “you,” or “your”). WR and Client are each a “Party” and together the “Parties.”

WR operates the website https://www.workflowreliance.com (the “Site”) and designs, builds, and operates the Platform described below.

1. Effective Date; Acceptance; Entity Identification

1.1 Acceptance by use. By clicking “I agree” (or a similar control), by executing an order form, subscription, or statement of work that references these Terms, or by accessing or using the Platform in any way, you agree to be bound by these Terms as of the earlier of that action or the Effective Date. If you do not agree, you must not access or use the Platform.

1.2 Authority. The individual accepting these Terms represents and warrants that they are authorized to bind the Client entity, and “you” refers to that entity. If you lack such authority, you must not use the Platform.

1.3 Entity identification. The contracting WR entity is Workflow Reliance LLC, with a mailing address of 1312 17th Street, Unit 2514, Denver, CO 80202. Legal notices to WR must be directed to legal@workflowreliance.com and to that mailing address (see Section 18).

1.4 Related agreements. These Terms incorporate by reference the WR Privacy Policy, the Data Processing Addendum (“DPA”) referenced in Section 7, and any master services agreement, order form, subscription plan, or statement of work executed by the Parties (each an “Order”). In the event of a conflict, an executed Order controls over these Terms, and these Terms control over the Privacy Policy, except as to matters of personal-data processing, where the DPA controls.

2. Definitions

• “Account” — the Client’s registered account and associated user credentials for the Platform.
• “Approval Gate” — the human-in-the-loop review step through which Client (or its Authorized Users) reviews, edits, approves, or rejects AI-drafted messages before they are sent.
• “Authorized User” — an individual (e.g., a recruiter, dispatcher, coordinator, or administrator) whom Client permits to access the Platform under Client’s Account.
• “Client Data” — all data, content, and materials that Client or its Authorized Users submit to, upload to, or generate within the Platform, including End Recipient Data, message content, templates, and configuration.
• “End Recipient” — any candidate, contact, prospect, customer, or other individual to whom Client directs the Platform to send a message (email or SMS) or from whom the Platform captures a reply or engagement event.
• “End Recipient Data” — personal data relating to End Recipients that Client controls and directs WR to process, including names, email addresses, mobile telephone numbers, message content, replies, and engagement events.
• “Platform” or “Service” — WR’s hosted, AI-assisted software that WR designs, configures, and operates for Client, including the Site, application, APIs, related professional and implementation services, and all features described in Section 3.
• “Sender of Record” — the Party legally responsible, as the initiator and sender of a communication, for the lawfulness of that communication, including consent, content, and opt-out compliance. As set forth in Section 6, Client is the Sender of Record for all messages sent through the Platform.
• “Subprocessor” — a third-party service WR engages to help provide the Platform, as listed in Section 10 and the DPA.
• “Subscription” — Client’s paid, recurring right to access and use the Platform under an Order.
• “Subscription Term” — the period during which Client is entitled to access the Platform under an Order.

Capitalized terms not defined here have the meaning given elsewhere in these Terms or the DPA.

3. The Platform (Service Description)

3.1 What the Platform does. WR designs, builds, configures, and operates a custom operations and automation platform for Client’s business. The specific capabilities, configuration, integrations, and professional services for a given Client are described in the applicable Order or Statement of Work. Depending on the capabilities selected, the Platform may enable Client to:

• (a) draft outreach, follow-up, and operational messages with the assistance of artificial intelligence (“AI”) and automated classification;
• (b) review and approve each message through the Approval Gate before it is sent (human-in-the-loop);
• (c) send email via WR’s email Subprocessor (Amazon Web Services / SES);
• (d) send SMS/text messages via WR’s SMS Subprocessor (Twilio) over 10DLC messaging, where WR is onboarded as the independent software vendor (“ISV”) and registers or facilitates registration of each Client’s brand and campaign with The Campaign Registry (“TCR”);
• (e) capture replies (including via the Client’s connected email inbox) and log engagement events;
• (f) schedule and book meetings via calendar integrations; and
• (g) operate related back-office automation, reporting, dispatch, and workflow capabilities configured for Client’s operations.

3.2 Human-in-the-loop. Where the Platform sends communications, it is designed so that a human Authorized User reviews and approves message content before sending. AI-generated drafts are suggestions only. Client is responsible for the content it approves and sends, regardless of whether that content originated from an AI draft (see Sections 6 and 11).

3.3 Changes to the Platform. WR may modify, enhance, or discontinue features of the Platform from time to time. WR will not materially reduce the core functionality committed in an Order during a prepaid Subscription Term without providing a substantially equivalent alternative or a pro-rata refund for the affected period.

3.4 Beta features. WR may offer features identified as “beta,” “preview,” or “experimental.” Such features are provided “AS IS,” may be changed or withdrawn at any time, and are excluded from any service commitments and warranties.

4. Account Registration & Eligibility

4.1 Business use only. The Platform is offered solely for legitimate business use by service businesses and similar organizations. It is not intended for personal, family, or household use, and is not directed to consumers.

4.2 Eligibility. You represent that you are a business entity (or an individual acting on behalf of one), that you and your Authorized Users are at least 18 years old, and that you are not barred from using the Platform under any applicable law.

4.3 Authority to bind. You represent that the person creating the Account and each person accepting these Terms is authorized to bind the Client entity.

4.4 Account security. You are responsible for maintaining the confidentiality of Account credentials, for all activity under your Account (including that of Authorized Users), and for promptly notifying WR at support@workflowreliance.com of any suspected unauthorized use. WR is not liable for losses arising from unauthorized use of credentials that you failed to safeguard.

4.5 Accurate information. You agree to provide accurate, current, and complete registration and brand/campaign information, and to keep it updated. Accuracy of 10DLC brand and campaign registration data is addressed in Section 6.

5. Fees & Billing (via Stripe)

5.1 Fees. The Platform is custom-built and custom-priced for each Client. Client will pay the implementation and setup fees, recurring platform fees, professional-services fees, usage fees, and any other charges set out in the applicable Order Form or Statement of Work (“Fees”). Fees, message/volume allowances, and any overage rates are as stated in that Order; WR does not publish standard self-service pricing.

5.1.1 Carrier and messaging pass-through charges. In addition to platform and usage Fees, telecommunications and messaging costs — including A2P 10DLC / TCR brand and campaign registration fees, per-message carrier fees and surcharges, and phone-number and messaging-service fees charged by our messaging provider (Twilio) or the carriers — are passed through to Client at cost or as stated in the Order. These charges are set by third parties, may change without notice, and are non-refundable to WR.

5.2 Billing cycle. Unless an Order states otherwise, recurring Fees are billed in advance on a recurring monthly or annual basis (the “Billing Cycle”) beginning on the date the Subscription starts, and setup or professional-services fees are billed as stated in the Order.

5.3 Payment processor (Stripe). Billing is processed through our third-party payment processor, Stripe, Inc. (“Stripe”). By providing a payment method, you authorize WR and Stripe to store your payment credentials and to charge that payment method for all Fees when due. Your use of Stripe is subject to Stripe’s applicable terms and privacy policy. WR does not store full payment card numbers; card data is handled by Stripe.

5.4 Auto-renewal. YOUR SUBSCRIPTION AUTOMATICALLY RENEWS. At the end of each Subscription Term, the Subscription will automatically renew for a successive term of equal length, and WR (via Stripe) will automatically charge your payment method the then-current Fees for the renewal term, unless you cancel before the renewal date as described in Section 5.9. By subscribing, you consent to these automatic, recurring charges until you cancel.

5.5 Taxes. Fees are exclusive of taxes. Client is responsible for all sales, use, VAT, GST, and similar taxes (excluding taxes on WR’s net income). If WR is required to collect such taxes, they will be added to your invoice.

5.6 Price changes. WR may change recurring Fees at renewal. WR will provide at least thirty (30) days’ notice before a price change takes effect (by email to your Account contact or via the Site). A price change applies at your next renewal after the notice period. If you do not agree to the new pricing, you may cancel effective at the end of your current Subscription Term as your exclusive remedy; continued use after the change takes effect constitutes acceptance.

5.7 Failed payments; suspension. If a charge is declined or a payment is not received when due, WR may retry the charge and will notify you. If payment remains unpaid, WR may suspend or restrict the Platform (including the ability to send messages) after a reasonable cure period, and may assess a late charge of the lesser of 1.5% per month or the maximum permitted by law on overdue amounts. Suspension does not relieve you of the obligation to pay accrued Fees.

5.8 Refund policy. Except as expressly stated in these Terms or required by law, all Fees are non-refundable, and there are no refunds or credits for partial Billing Cycles, unused message allowances, or periods during which the Account was suspended for your breach. If WR terminates your Subscription without cause under Section 14, or materially reduces core functionality during a prepaid term contrary to Section 3.3, WR will refund the pro-rata portion of prepaid recurring Fees for the unused, unexpired Subscription Term. Refunds, when due, are issued to the original payment method via Stripe. This Section 5.8 is WR’s stated refund and cancellation policy for purposes of applicable payment-processor and consumer-protection requirements.

5.9 Cancellation. You may cancel your Subscription at any time through your billing contact or by emailing support@workflowreliance.com. Cancellation takes effect at the end of the then-current Subscription Term (monthly or annual); the Subscription will not renew after that. Cancellation stops future renewal charges but, except as provided in Section 5.8, does not entitle you to a refund of Fees already paid. You retain access through the end of the paid term.

6. Acceptable Use; Client as Sender of Record (Critical)

6.1 Client is the Sender of Record. Client is the Sender of Record and the controller of all outreach conducted through the Platform. Client is solely responsible for its messaging programs, message content, target lists, timing, and for compliance with all applicable laws and third-party requirements. WR provides tooling; Client decides who is contacted, what is said, and whether the recipient consented.

6.2 Consent and documentation. Client is solely responsible for obtaining, documenting, and retaining verifiable proof of prior express consent (or another lawful basis) from each End Recipient before any message is sent, and for honoring the scope of that consent. Client agrees to capture and retain, at minimum, the consent source, the exact disclosure text shown at the point of capture, the timestamp, and (for web opt-ins) the IP address and user agent, consistent with WR’s consent-logging features and the SMS consent documentation WR makes available. Consent to receive messages must not be a condition of employment or of applying for any position.

6.3 Compliance with laws and guidelines. Client represents, warrants, and covenants that its use of the Platform complies with all applicable laws, regulations, and industry requirements, including without limitation:

• (a) the Telephone Consumer Protection Act (TCPA) and its implementing regulations;
• (b) the CAN-SPAM Act (including a functioning opt-out and a valid physical postal address in each commercial email);
• (c) CTIA messaging principles and best practices, and mobile carrier acceptable-use requirements;
• (d) TCR / 10DLC registration requirements, including providing accurate and truthful brand and campaign registration information and using the messaging only for the registered, approved use case; and
• (e) the acceptable-use and messaging policies of WR’s Subprocessors, including Twilio and Amazon Web Services / SES, as amended from time to time.

6.4 Mobile / SMS terms (CTIA-required). Client’s SMS programs must present, and Client must honor, mobile terms consistent with the following, which WR requires to appear at the point of consent and in program messaging: recipients agree to receive recurring text messages; message frequency varies; message and data rates may apply; recipients can reply STOP to opt out (unsubscribe) and HELP for help at any time; and consent is not a condition of any purchase, application, or employment. Client must maintain and honor opt-outs immediately and must not message any number after an opt-out unless the recipient re-subscribes. See the Privacy Policy SMS section for WR’s mobile-messaging disclosures.

6.5 Prohibited lists. Client must not use the Platform with contact lists that are purchased, rented, harvested, scraped, or otherwise obtained without a lawful basis and appropriate consent. Client warrants that every End Recipient was obtained through a permissible source consistent with Section 6.2.

6.6 Opt-out honoring. Client must promptly process and honor all opt-out requests — including the keywords STOP, UNSUBSCRIBE, CANCEL, END, and QUIT, email unsubscribe, and any other reasonable method or words by which a recipient indicates a desire to opt out (consistent with the FCC’s consent-revocation rules) — and must not re-enroll or re-contact an opted-out recipient except where the recipient affirmatively re-subscribes. WR’s suppression and STOP-handling features are a safeguard, not a substitute for Client’s own compliance obligations.

6.7 Prohibited content and conduct. Client must not use the Platform to send, and must not include in any campaign, content that:

• (a) falls within SHAFT categories — Sex, Hate, Alcohol, Firearms, or Tobacco — or is otherwise age-restricted in violation of carrier rules;
• (b) is illegal, fraudulent, deceptive, misleading, or constitutes phishing, spam, or a prohibited “gray-route” message;
• (c) is defamatory, harassing, threatening, obscene, or infringes any third-party intellectual-property or privacy right;
• (d) contains malware or malicious code; or
• (e) violates any Subprocessor’s acceptable-use policy or carrier rule.

Client also must not: exceed messaging volumes for its registered use case; misrepresent the sender’s identity; circumvent quiet-hour, throttling, opt-out, or suppression controls; or use the Platform to build a competing service.

6.8 Quiet hours and cadence. Client must respect applicable time-of-day restrictions (including recipient-local quiet hours) and reasonable frequency limits, using the Platform’s controls where available.

6.9 Suspension/termination for violations. WR may immediately suspend or terminate all or part of the Platform, remove content, or block messaging if WR reasonably believes Client has violated this Section 6, if a Subprocessor or carrier requires it, or if necessary to protect the Platform, WR, or third parties. WR will endeavor to notify Client, but may act first where the risk is material.

6.10 Cooperation. Client will cooperate with WR and its Subprocessors in responding to carrier, regulator, or Subprocessor inquiries, complaints, or audits relating to Client’s messaging, and will promptly provide consent records on reasonable request.

7. Client Data; License; Data Processing (Two-Hat Roles)

7.1 Ownership. As between the Parties, Client owns all Client Data. WR claims no ownership of Client Data.

7.2 License to WR. Client grants WR a limited, non-exclusive, worldwide, royalty-free license to host, copy, process, transmit, display, and otherwise use Client Data solely to (a) provide, secure, and support the Platform; (b) send messages and capture replies/engagement as directed; (c) prevent or address fraud, abuse, or security issues; and (d) comply with law. WR may create and use de-identified and aggregated data (that does not identify Client or any individual) to operate and improve the Platform.

7.3 Client warranties. Client represents and warrants that it has all rights, permissions, and consents necessary to provide Client Data (including End Recipient Data) to WR and to authorize the processing described in these Terms and the DPA, and that WR’s processing as directed will not violate any law or third-party right.

7.4 Two-hat data roles.

(a) WR as controller. For personal data relating to WR’s own Site visitors and to Client’s account and billing data (e.g., Authorized User names, business contact details, login and usage data), WR acts as an independent controller and processes such data in accordance with its Privacy Policy.

(b) WR as processor. For End Recipient Data that Client directs WR to process (candidate/contact names, emails, mobile numbers, message content, replies, and engagement events), WR acts as a processor (service provider) on behalf of Client, and Client is the controller and the Sender of Record. WR processes such data only on Client’s documented instructions, as set out in these Terms, the DPA, and Client’s use of the Platform.

7.5 DPA. The Parties’ obligations with respect to End Recipient Data — including processing scope, security measures, Subprocessor terms, data-subject requests, breach notification, and cross-border transfer mechanisms — are governed by the Data Processing Addendum, incorporated by reference and available on request or attached to the applicable Order. If required by applicable data-protection law, the DPA controls over any conflicting provision of these Terms as to personal-data processing.

7.6 Data export and deletion. Export and deletion are addressed in Section 14.4.

7.7 AI processing; no model training on Client Data. The Platform uses AI subprocessors (currently Anthropic) to draft and classify messages. WR and its AI subprocessors process Client Data and End Recipient Data only to provide and operate the Platform for Client, and do not use Client Data or End Recipient Data to train, fine-tune, or otherwise improve any generative or foundation AI model. This commitment is further described in the DPA.

8. Intellectual Property

8.1 WR IP. WR and its licensors own all right, title, and interest in and to the Platform, including the Site, software, application, APIs, user interfaces, workflows, AI-prompting and model configuration, documentation, and all related intellectual property, and all improvements to any of the foregoing. Except for the limited access rights expressly granted, no rights are granted to Client by implication, estoppel, or otherwise.

8.2 Restrictions. Client will not (and will not permit any third party to): copy, modify, or create derivative works of the Platform; reverse engineer, decompile, or disassemble it (except to the extent this restriction is prohibited by law); resell, sublicense, or provide it on a service-bureau basis; remove proprietary notices; or use it to develop a competing product.

8.3 Feedback. If Client provides suggestions, ideas, or feedback about the Platform, Client grants WR a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate that feedback without restriction or obligation.

8.4 Client IP. As between the Parties, Client retains all rights in Client Data and Client’s trademarks; Client grants WR a limited license to use Client’s name and marks solely as needed to configure and send messages on Client’s behalf and to register brands/campaigns as directed.

9. Confidentiality

9.1 Definition. “Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) that is designated confidential or that a reasonable person would understand to be confidential, including the Platform’s non-public features, pricing, Client Data, and business and technical information. It excludes information that is or becomes public through no fault of Recipient, was rightfully known before disclosure, is independently developed, or is rightfully obtained from a third party.

9.2 Obligations. Recipient will use Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to its personnel, advisors, and Subprocessors who need it and are bound by confidentiality obligations at least as protective.

9.3 Compelled disclosure. Recipient may disclose Confidential Information if required by law, provided (where lawful) it gives reasonable prior notice and cooperates in seeking protective treatment.

9.4 Survival. Confidentiality obligations survive for three (3) years after disclosure, and for trade secrets and personal data, for as long as protection is afforded by law.

10. Third-Party Services & Subprocessors

10.1 Subprocessors. The Platform relies on the following Subprocessors, and WR may add or replace Subprocessors in accordance with the DPA:

• Twilio — SMS/10DLC messaging (ISV/brand/campaign registration);
• Amazon Web Services / SES — email delivery and hosting;
• Supabase — database and authentication;
• Anthropic — AI drafting and classification;
• Stripe — subscription billing and payments;
• Inngest — workflow orchestration;
• Cronofy — calendar scheduling;
• Microsoft Graph — client inbox reply capture;
• Cloudflare — Site delivery and security.

10.2 Client also bound by third-party terms. Client’s use of the Platform is also subject to the applicable acceptable-use and service terms of these Subprocessors and of mobile carriers (e.g., Twilio’s and AWS’s messaging/acceptable-use policies). Client is responsible for complying with them.

10.3 No liability for third-party services. WR is not responsible or liable for the acts, omissions, outages, latency, content filtering, spam-labeling, message throttling or blocking, deliverability decisions, or registration/vetting determinations of carriers, Subprocessors, or other third parties. WR does not guarantee that any email or SMS will be delivered, will avoid spam filtering, or will be accepted by any carrier or recipient system.

10.4 Third-party links. The Site or Platform may link to third-party sites or services that WR does not control; access is at Client’s own risk and subject to those third parties’ terms.

11. Warranties & Disclaimers

11.1 Limited mutual authority warranty. Each Party represents that it has the authority to enter into these Terms.

11.2 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE PLATFORM AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WR AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

11.3 No guarantee of results or deliverability. WR does not warrant that: the Platform will be uninterrupted, error-free, or secure; messages will be delivered, will reach an inbox, or will avoid spam filtering or carrier blocking; AI-generated drafts will be accurate, appropriate, or compliant; or that use of the Platform will produce any particular recruiting, response, conversion, or business result. AI output may contain errors and must be reviewed by a human before sending.

11.4 Client responsibility for output. Client is responsible for reviewing, editing, and approving all message content (including AI drafts) through the Approval Gate and for the legality and accuracy of what it sends.

11.5 Jurisdictional limits. Some jurisdictions do not allow certain warranty exclusions, so some of the above may not apply; in that case, the exclusions apply to the maximum extent permitted by law.

12. Limitation of Liability

12.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR WR’S SUPPLIERS OR SUBPROCESSORS) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12.2 Liability cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO WR FOR THE PLATFORM IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.3 Exceptions. The exclusions and cap in Sections 12.1–12.2 do not apply to: (a) Client’s payment obligations; (b) Client’s indemnification obligations under Section 13; (c) Client’s breach of Section 6 (Acceptable Use) or Section 8.2 (IP restrictions); or (d) liability that cannot be limited or excluded under applicable law.

12.4 Allocation of risk. The Parties agree that these limitations reflect a reasonable allocation of risk and are an essential basis of the bargain, and that Fees would be substantially higher without them.

13. Indemnification

13.1 By Client. Client will defend, indemnify, and hold harmless WR and its affiliates, officers, directors, employees, agents, Subprocessors, and suppliers from and against any and all third-party claims, demands, actions, investigations, damages, penalties, fines, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• (a) Client Data and any message content Client creates, approves, or sends;
• (b) Client’s messaging programs, targeting, timing, and the absence, insufficiency, or misdocumentation of consent;
• (c) Client’s violation of any law, regulation, or guideline referenced in Section 6 (including TCPA, CAN-SPAM, CTIA, TCR/10DLC, and carrier/Subprocessor policies), including any claim that Client sent an unconsented or non-compliant communication;
• (d) the accuracy of Client’s brand/campaign registration information;
• (e) Client’s breach of these Terms or the DPA; or
• (f) Client’s infringement or misappropriation of any third-party intellectual-property, privacy, or publicity right.

13.2 By WR. WR will defend Client against third-party claims alleging that the Platform (excluding Client Data, Client’s content, and third-party services) infringes such third party’s U.S. intellectual-property rights, and will indemnify Client for damages finally awarded or settled, subject to the limitations in Section 12. If the Platform is or may be enjoined, WR may procure a right to continue use, modify the Platform, or terminate the affected Subscription and refund prepaid, unused Fees. This Section 13.2 is WR’s sole liability and Client’s exclusive remedy for infringement claims.

13.3 Procedure. The indemnified Party will (a) promptly notify the indemnifying Party of the claim (delay excuses the indemnifier only to the extent prejudiced), (b) give the indemnifying Party sole control of the defense and settlement (provided no settlement admits fault or imposes obligations on the indemnified Party without consent), and (c) reasonably cooperate at the indemnifying Party’s expense.

14. Term & Termination

14.1 Term. These Terms begin on the Effective Date (or your first use) and continue for the duration of your Subscription and any renewals, until terminated as provided here.

14.2 Termination for convenience. Either Party may elect not to renew by canceling in accordance with Section 5.9. Client may stop using the Platform at any time; WR may terminate a Subscription without cause on thirty (30) days’ written notice, in which case WR will refund prepaid, unused Fees on a pro-rata basis per Section 5.8.

14.3 Termination for cause. Either Party may terminate immediately on written notice if the other Party materially breaches these Terms and fails to cure within fifteen (15) days after notice (or immediately, with no cure period, for breaches of Section 6 (Acceptable Use), Section 8.2, or Section 9). WR may also suspend or terminate immediately under Section 6.9 or for non-payment under Section 5.7. Either Party may terminate if the other becomes insolvent or subject to bankruptcy proceedings.

14.4 Effect of termination; data export and deletion. Upon termination or expiration: (a) Client’s right to access the Platform ends; (b) Client remains liable for all accrued Fees; (c) for a period of thirty (30) days after termination, WR will make Client Data available for export in a commercially reasonable format on Client’s request; and (d) after that window, WR will delete or de-identify Client Data (including End Recipient Data) in accordance with the DPA and its retention practices, except for data WR must retain to comply with law, resolve disputes, or enforce these Terms, and routine backups that are purged in the ordinary course.

14.5 Survival. Sections that by their nature should survive — including Definitions, 5 (accrued Fees), 6, 7, 8, 9, 11, 12, 13, 14.4–14.5, 15, 17, 18, and 19 — survive termination.

15. Compliance with Laws; Export Controls

15.1 General. Each Party will comply with all laws and regulations applicable to its performance under these Terms.

15.2 Export and sanctions. Client represents that it and its Authorized Users are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions, and are not on any U.S. government restricted-party list. Client will not use or export the Platform in violation of U.S. export-control or sanctions laws.

15.3 Anti-corruption. Each Party will comply with applicable anti-bribery and anti-corruption laws.

16. Modifications to These Terms

16.1 WR may modify these Terms from time to time. For material changes, WR will provide notice by email to the Account contact or by posting on the Site, at least thirty (30) days before the change takes effect (or a shorter period where required for legal or security reasons). Non-material changes are effective when posted.

16.2 Continued use. Your continued use of the Platform after the effective date of a change constitutes acceptance of the updated Terms. If you do not agree, you must stop using the Platform and may cancel per Section 5.9; cancellation is your exclusive remedy for a change you reject.

17. Governing Law; Dispute Resolution; Arbitration; Class-Action Waiver

17.1 Governing law. These Terms are governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal resolution. Before initiating a formal proceeding, the Parties will attempt in good faith to resolve any dispute within thirty (30) days after written notice describing it, sent to legal@workflowreliance.com (for claims against WR) or to Client’s Account contact (for claims against Client).

17.3 Binding arbitration. PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS. Except as provided in Section 17.5, any dispute arising out of or relating to these Terms or the Platform that is not resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its then-current commercial arbitration rules. The arbitration will be seated in Denver, Colorado, conducted in English, before one arbitrator, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, and not any court, decides issues of arbitrability, except challenges to Section 17.4.

17.4 Class-action waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. DISPUTES WILL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS, and the arbitrator may not consolidate claims or preside over any form of representative proceeding. If this waiver is found unenforceable as to a particular claim, that claim (and only that claim) will proceed in court under Section 17.6.

17.5 Exceptions. Either Party may (a) bring an individual claim in small-claims court if it qualifies, and (b) seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information, without waiving the arbitration agreement.

17.6 Forum for non-arbitrable claims. For any dispute not subject to arbitration, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Denver, Colorado.

17.7 Time limit. Any claim must be brought within one (1) year after it accrues, or it is permanently barred, except where a longer period is required by law.

18. Miscellaneous

18.1 Assignment. Client may not assign or transfer these Terms without WR’s prior written consent, except to a successor in a merger or sale of substantially all assets that is not a competitor of WR. WR may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of assets. Any prohibited assignment is void.

18.2 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary (or severed), and the remaining provisions remain in effect.

18.3 Entire agreement. These Terms, together with any Order, the Privacy Policy, and the DPA, are the entire agreement between the Parties regarding the Platform and supersede all prior or contemporaneous understandings. Any conflicting or additional terms in Client’s purchase order or similar document are rejected and have no effect.

18.4 Force majeure. Neither Party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental action, internet or utility failures, and failures or actions of Subprocessors, carriers, or hosting providers.

18.5 Notices. Legal notices to WR must be sent to legal@workflowreliance.com and to 1312 17th Street, Unit 2514, Denver, CO 80202. Notices to Client may be sent to the email associated with its Account. Notices are effective on receipt (or on confirmed email delivery).

18.6 No waiver. A Party’s failure to enforce any provision is not a waiver of its right to do so later. Waivers must be in writing to be effective.

18.7 Relationship. The Parties are independent contractors. Nothing creates a partnership, joint venture, agency, employment, or fiduciary relationship, except that WR acts as Client’s processor for End Recipient Data as described in Section 7 and the DPA.

18.8 No third-party beneficiaries. These Terms do not confer any rights on any third party, except that WR’s Subprocessors and suppliers are intended beneficiaries of the disclaimers, limitations, and indemnities that protect WR.

18.9 Headings; interpretation. Headings are for convenience only. “Including” means “including without limitation.”

18.10 Electronic communications and signatures. The Parties consent to transact electronically; electronic acceptance and signatures are binding.

19. Contact

Questions about these Terms — Workflow Reliance LLC (d/b/a Workflow Reliance):

• Legal: legal@workflowreliance.com
• Privacy: privacy@workflowreliance.com
• Support: support@workflowreliance.com
• Mailing address: 1312 17th Street, Unit 2514, Denver, CO 80202