Terms and conditions

Version 1.9

Last Updated: November 2, 2026

THESE TERMS OF SERVICE (“Agreement“) CONSTITUTE A BINDING CONTRACT BETWEEN THE APPLICABLE WORKIZ ENTITY (“WORKIZ“) AND THE MERCHANT ENTITY (“PRO“) THAT ENTER(ED) INTO THE SALES ORDER (DEFINED BELOW).

A “Sales Order” means as the case may be: (a) the offline sales order form (in)to which this Agreement is attached or incorporated, and which is executed by both parties (“Offline Form“); (b) the Workiz online sales web form, which is submitted by the Pro (“Online Form“); or (c) a Franchise Sales Order (defined below). References herein to the “Agreement” shall be deemed to include the Sales Order.

BY ENTERING INTO THE SALES ORDER, OR BY OTHERWISE ACCESSING OR USING THE SERVICE (DEFINED BELOW), PRO ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THE FOLLOWING (THE DATE OF SUCH OCCURRENCE BEING THE “Effective Date“): (a) THIS AGREEMENT, AND (b) OTHER SUPPLEMENTAL TERMS AND POLICIES REFERENCED HEREIN, WHICH ARE STATED TO BE INCORPORATED INTO, AND MADE A PART OF, THIS AGREEMENT BY REFERENCE.

For the avoidance of doubt, in the case of the Sales Order being an Online Form, then:

(a) references herein to “Workiz” shall mean Workiz, Inc.;

(b) the individual who submitted the Online Form represents that he/she has the authority to act on behalf of the Pro, and to bind the Pro to this Agreement; and

Workiz reserves the right to make changes to these terms and conditions at any time by posting the changed version at https://www.workiz.com/terms-and-conditions/. (Workiz may – but is not obligated to – also provide notice through a pop-up or banner within the Software, by sending an email to any address Pro may have used to register for the Software, or through other similar mechanisms.) Such changes will be effective ten (10) days after such posting, and Pro’s continued use of the Service thereafter shall constitute Pro’s acceptance of such changes. In such cases, Workiz will also update the “Last Updated” date and “Version” number set forth above. Please check the above webpage regularly for any changes to these terms and conditions.

1. Definitions and interpretation

These Terms contain a range of capitalized terms, some of which are defined in these Section, and some of which are defined elsewhere. The Section and sub-Section headings in these Terms are for convenience of reading only, and may not to be used or relied upon for interpretive purposes.

“Affiliate” means, with respect to either party, any person, organization or entity controlling, controlled by, or under common control with, such party, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, organization or entity, whether through the ownership of voting securities or by contract or otherwise.

“Consumer” means the Pro’s end user who engages the Pro via the Services.

“Content” means any text, data, information, files, images, graphics, sounds, videos, code, audio clips, links, and/or other similar materials.

“Feature” means any module, tool, functionality, or feature of the Service (including without limitation the voicemail services, telephony services, text messages services, transcription services, call recording and tracking services, and phone masking services) provided or made available directly by Workiz or via a Third Party Service (defined below).

“Franchise Agreement” means any franchise, license or similar agreement under which a Franchisor authorizes a Franchisee to operate a business using the Franchisor’s brand, trademarks or business system.

“Franchise Controls” means the permission settings that a Franchisor may configure through the Franchises Add-on for a Linked Account, including settings that prevent Pro Users of the Linked Account from deleting or altering jobs, clients, estimates, invoices or payment records.

“Franchise Data” means the Pro Content, Account information and usage data of a Linked Account that the Franchises Add-on makes available to the Franchisor, as configured from time to time.

“Franchise Network” means a Franchisor together with all Franchisees whose Accounts are Linked Accounts of that Franchisor’s Master Account.

“Franchise Sales Order” means a Sales Order between Workiz and a Franchisor that sets out commercial terms for the Franchisor’s Master Account and for some or all of its Franchisees, such as network pricing, onboarding commitments, and the Responsible Payer (as defined in Section 2A.7(a)) for each category of Fees.

“Franchisee” means a Pro that operates its business under a Franchise Agreement.

“Franchises Add-on” means the Feature that links a Franchisee’s Account to a Franchisor’s Master Account, and the related franchise management functionality (such as roll-up reporting, Franchise Controls, and synchronization of templates, price books and settings across Linked Accounts), as specified in the applicable Sales Order.

“Franchisor” means a person or entity that grants rights to one or more Franchisees under a Franchise Agreement, including any Affiliate or management company that the Franchisor designates to operate its Master Account.

“Free User” means an employee or contractor of Pro who does not have Pro User access to the Service, but can be assigned to jobs, receive and respond to notifications, and view job reports.

“Intellectual Property” means any and all inventions, invention disclosures, discoveries, improvements, works of authorship, technical information, data, databases, know-how, show-how, designs, ideas, drawings, logos, utility models, topography and semiconductor mask works, specifications, formulas, methods, techniques, processes, software (including object code, source code, APIs, and non-literal aspects), algorithms, architecture, records, documentation, and other similar intellectual property or technology, in any format and media, anywhere in the world.

“Intellectual Property Rights” means any and all rights, titles, and interests (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered) in and to Intellectual Property, including without limitation patents, copyrights and similar authorship rights, moral (and similar personal) rights, mask work rights, data and database rights, trade secret rights and similar rights in confidential information and other non-public information, design rights, industrial property rights, trademark, service mark, trade name, trade dress and similar branding rights, as well as: (i) all applications, registrations, renewals, reexaminations, extensions, continuations, continuations-in-part, provisionals, substitutions, divisions or reissues of or for the foregoing; and (ii) all goodwill associated with the foregoing.

“Law” means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.

“Linked Account” means an Account that is linked to a Master Account through the Franchises Add-on, whether it belongs to a Franchisee or to a location owned or operated by the Franchisor or its Affiliate. An Account that operates under more than one brand may be a Linked Account of more than one Master Account, and Section 2A applies separately to each. In Section 2A, references to a Franchisee include the holder of any Linked Account.

“Master Account” means the Account through which a Franchisor accesses, views or manages Linked Accounts.

“Personal Data” means any information relating to an identified or identifiable natural person.

“Privacy Policy” means Workiz’s then-current privacy policy available at https://www.workiz.com/privacy-policy/ (“Privacy Policy”).

“Pro Content” means any Content inputted or uploaded to the Service, or transmitted through the Service, by or on behalf of Pro (such as SMS messages sent by Pro to its clients).

“Pro User” means an employee, contractor, agent, representative or consultant of Pro whom the Pro authorizes to access and use the Service via the Account (defined below), and to perform administrative tasks such as scheduling, dispatching, and invoicing.

“Service” means Workiz’s proprietary field service management (FSM) software-as-a-service, as operated by Workiz’s proprietary platform and other Intellectual Property.

“Service Package” means the volume (such as number of Pro Users) and Feature permissions purchased under (and specified in) the Sales Order.

“Sensitive Data” means any (i) categories of data enumerated in Article 9(1) of the European Union’s General Data Protection Regulation (Regulation 2016/679, aka the GDPR) or any successor Law; (ii) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act of 1996, as amended and supplemented (“HIPAA“), and Pro also agrees that Workiz is not acting as Pro’s Business Associate or subcontractor (as such terms are defined under HIPAA); (iii) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS“); (iv) other information subject to regulation or protection under specific Laws, such as the United States’ Gramm-Leach-Bliley Act (or related Laws); (v) social security numbers, national insurance numbers, driver’s license numbers or other government ID numbers; or (vi) any data similar to the foregoing that is protected under foreign or domestic Laws.

“Site” means https://www.workiz.com/

“Third Party Services” means those third party services, online applications, and/or platforms that are offered via the Services, or to which Pro integrates the Service (if applicable).

“Update” means an upgrade or update (such as a fix or patch) to or of the Service, excluding new Features.

“Workiz App” means Workiz’s proprietary mobile application for use in connection with the Service which is made available by Workiz or its Affiliates.

“Workiz Content” means any Content (excluding Pro Content) appearing or made available on or in the Service. Unless the context requires otherwise, references herein to the “Service” shall be deemed to include the Workiz App.

2. Account

In order to access the Service, Pro is required to register for an account by submitting the information requested in the applicable web form or interface (“Account“). Under such an Account, Pro may be required to set up access credentials for each of its Pro Users, and the Service may also allow Pro to configure different permission levels among various Pro Users. Pro represents and warrants, on behalf of itself and its Pro Users and/or Free Users (if applicable), that all information submitted during the registration process is, and will thereafter remain, complete and accurate.

As between Workiz and Pro, Pro alone shall be responsible and liable for maintaining the confidentiality and security of its account credentials, as well as for all activities that occur under or in connection with such Account, including but not limited to all payments and transactions involving any hacking or unauthorized access to or use of your Account or Account information, as well as any other breaches of security. Pro shall immediately notify Workiz in writing of any unauthorized access to, or use of, their account, or any other breach of security. Pro must ensure that each Pro User is made aware of the provisions of this Agreement and the Privacy Policy, prior authorizing such Pro User to access the Service. In any event, Pro is primarily responsible and liable for the acts and omissions of each Pro User and Free User. The Pro shall be limited to appoint no more than one hundred (100) Free Users. Workiz assumes no liability for any losses suffered due to unauthorized activity on your Account. This includes, but is not limited to, unauthorized payments or transactions made from your Account, using your Workiz Card, or any other credit or debit card, or those paid or transferred to the account or card on file in your Account. Workiz reserves the right to disable any username, password, or other identifier, whether chosen by Pro or provided by Workiz, at any time if, in Workiz’s opinion, Pro has violated any provision of this Agreement. Pro agrees to adopt and maintain all necessary security measures to safeguard account information and to prevent unauthorized use of its Account.

If Pro grants any third-party (including any Franchisor of Pro) access to its Account or to the Service, then, subject to Section 2A (Franchise Networks), Pro will be solely responsible and liable for all acts or omissions of such third-party, and any such actions or omissions shall be deemed authorized by Pro.

If Pro wishes to grant a third-party consultant, external operations manager, or similar service provider (“Consultant”) administrative access to its Account, Pro may request that Workiz enable such access by linking the Account to the Consultant’s master account. Only Workiz may enable or configure such Consultant access, and Pro must provide all information and authorizations reasonably required by Workiz. Workiz reserves the right to decline the request, at its sole discretion. By requesting and authorizing such access, Pro expressly authorizes Workiz to share Account data with the Consultant and grant the Consultant permission to access, view, and manage the Account, including, without limitation, viewing and managing business data, running reports and analytics, dispatching jobs, and adjusting account settings. Pro remains fully responsible and liable for all actions or omissions of the Consultant in connection with the Account or Service, and Workiz shall have no liability whatsoever for any acts or omissions of any Consultant. Pro is solely responsible for obtaining all necessary consents, including any required consents from its customers to provide their personal information and payment information to the Consultant, and for ensuring compliance with applicable law before authorizing Consultant access. Pro is solely responsible for complying with all applicable laws concerning the ongoing transfer and access of information (including Sensitive Data) by the Consultant. Workiz is not a party to any agreement between Pro and the Consultant, and Workiz bears no responsibility for any dispute, claim, or issue arising from or related to the Consultant’s access to or use of Pro’s Account. Should Workiz receive conflicting instructions from Pro and the Consultant regarding the Account, Workiz reserves the right to refuse action until the conflict is resolved between the parties or by a competent authority, or to act as it deems reasonably fit. Workiz may, in its sole discretion, limit, suspend, or revoke a Consultant’s access at any time. Pro agrees to indemnify, defend, and hold harmless Workiz, its affiliates, officers, directors, employees, and agents from any claims, actions, damages, costs, expenses, or losses arising out of or related to the Consultant’s access to or use of Pro’s Account, including but not limited to any acts or omissions of the Consultant, or Pro’s own breach of the obligations set forth herein.

2A. Franchise networks

2A.1. Scope. This Section 2A applies to every Master Account, every Linked Account, and every Account covered by a Franchise Sales Order. Both the Franchisor and each Franchisee are deemed a “Pro” under this Agreement and are each independently bound by its terms with respect to their own Account. If this Section 2A conflicts with any other provision of this Agreement, this Section 2A prevails for Franchise Networks.

2A.2. Franchisor Acceptance. A Franchisor may access a Linked Account only after it has agreed to this Agreement by entering into a Franchise Sales Order or by accepting this Agreement through the Service, which acceptance is its Online Form. Workiz may suspend any Master Account whose Franchisor has not done so. Without limiting the foregoing, a Franchisor that accesses a Linked Account after being presented with this Agreement through the Service is deemed to have accepted it.

2A.3. Linking and Authorization. A Franchisee’s Account becomes a Linked Account only after: (a) the Franchisee authorizes the link through the functionality of the Service or in a written authorization in a form provided by Workiz; and (b) the Franchisor accepts the link. By authorizing the link, the Franchisee: (i) expressly authorizes Workiz to make Franchise Data available to the Franchisor, which may include business and account data; job, estimate and invoice records; dispatching and workforce data; Consumer information (such as names, contact details, service addresses and job history); payment and transaction records; and, where the Franchisor’s permissions include them, call recordings, transcripts and messages; (ii) represents and warrants that it has provided all notices to, and obtained all consents from, its Consumers, Pro Users and Free Users that applicable Law requires for that access; and (iii) represents that the access is consistent with its Franchise Agreement.

2A.4. Franchisor Access and Franchise Controls. While an Account is a Linked Account, the Franchisor may, within the permissions available in the Franchises Add-on: access, view and manage the Linked Account; run reports and analytics; dispatch jobs on the Franchisee’s behalf; adjust account settings; synchronize templates, price books, automations and custom fields; and configure Franchise Controls. The Franchisee agrees that Franchise Controls apply to all of its Pro Users and may limit its ability to delete or modify Pro Content in the Linked Account. Franchise Controls do not prevent the Franchisee from complying with a valid request from a Consumer under applicable privacy Law: on the Franchisee’s written request identifying such a Consumer request, Workiz may take the action it reasonably considers required notwithstanding any Franchise Controls, and will notify the Franchisor where permitted by Law.

2A.5. Unlinking. (a) A Franchisor may unlink any of its Linked Accounts at any time through the Service or by written notice to Workiz. (b) A Franchisee may request to unlink its Account by written notice to support@workiz.com. Workiz will notify the Franchisor and complete the unlinking after receiving the request, unless a written agreement signed or expressly accepted in writing by the Franchisee and provided to Workiz sets out a different procedure. A Franchisor’s objection under Section 2A.8 (Conflicting Instructions) may delay completion of the unlinking by no more than ninety (90) days after Workiz receives the request. During any such delay, Workiz may restrict the Franchisor’s access to the Linked Account to view-only. (c) Until unlinking is completed, and subject to subsection (b), the Franchisor’s access and the Franchise Controls remain in effect. (d) Unlinking does not terminate or reduce the Franchisee’s Subscription, or its obligation to pay Fees for which it is the Responsible Payer, and Workiz has no responsibility for any consequence of unlinking under the Franchise Agreement. (e) Workiz may limit, suspend or revoke a Franchisor’s access to any Linked Account if Workiz reasonably believes that the Franchisor is in breach of this Agreement, is using Franchise Data unlawfully, or that the access poses a security risk, or where required by Law or a court order, and will notify the Franchisor and the Franchisee where reasonably practicable.

2A.6. Franchise Data and Transitions . (a) Ownership. As between Workiz and the members of a Franchise Network, Pro Content in a Linked Account is owned by the Franchisee for purposes of Section 12.2. Workiz does not decide rights in Franchise Data as between a Franchisor and a Franchisee; those rights are governed by the Franchise Agreement. (b) Instructions Workiz Will Follow. On the expiration, termination or non-renewal of the applicable Franchise Agreement, any sale, transfer or change of control of the Franchisee’s franchised business, the Franchisee ceasing to operate the franchised business, or the unlinking of the Linked Account (each, a “Transition”), Workiz may rely on and, subject to technical feasibility, applicable Law and payment of outstanding Fees, will act on: (i) a joint written instruction of the Franchisor and the Franchisee; (ii) a written instruction set out in a Franchise Sales Order or in the Franchisee’s own Sales Order and expressly accepted in writing by the Franchisee; or (iii) a final order of a court or arbitrator of competent jurisdiction. If none of these exists and either the Franchisor or the Franchisee objects in writing to the other’s instruction, Workiz may, in its reasonable discretion, do one or more of the following: maintain the existing access settings; restrict the Linked Account to view-only access for the Franchisor, the Franchisee, or both; suspend WorkizPay payouts for the Linked Account; and preserve the Franchise Data for up to ninety (90) days (the “Preservation Period”), during which neither party may delete it, except as required to comply with a Consumer request under Section 2A.4 or applicable Law. Workiz may extend the Preservation Period on receiving reasonable evidence that legal proceedings concerning the Franchise Data have begun, and may charge the party whose objection or request led to preservation, or its extension, the then-current Fees for the Linked Account for any period of preservation beyond the end of the paid Term. (c) Transfers. A Linked Account, including its Pro Content and, where the subscriber of record consents and the carrier permits, any VoIP Numbers, may be transferred to the Franchisor, the Franchisor’s designee or a successor franchisee only: (i) in accordance with subsection (b); (ii) with Workiz’s prior written consent under Section 21.4, which Workiz will not unreasonably withhold; and (iii) after the transferee accepts this Agreement and enters into its own Sales Order. Workiz may require payment of all outstanding Fees for the Linked Account before completing a transfer. (d) Workiz has no liability to the Franchisor or the Franchisee for any action taken, or not taken, in good faith under this Section 2A.6.

2A.7. Fees and Payment Responsibility in Franchise Networks. (a) Responsible Payer. The Franchise Sales Order states which party is responsible for paying each category of Fees relating to a Franchise Network (the “Responsible Payer”) (for example, the Franchisor pays a base Fee per location and each Franchisee pays for additional Pro Users, telephony, Workiz Genius and other usage). Where the Franchise Sales Order does not name a Responsible Payer for a Fee: (i) each Franchisee is the Responsible Payer for all Fees relating to its Linked Account; and (ii) the Franchisor is the Responsible Payer for all Fees relating to its Master Account and for every commitment it makes in the Franchise Sales Order. (b) Location Sales Orders. Each Franchisee must enter into its own Sales Order for its Account, or be listed as a covered location in the Franchise Sales Order and accept this Agreement. An obligation in a Franchise Sales Order that is to be performed by a Franchisee (such as using WorkizPay as its payment processor, a minimum number of Pro Users, or an annual commitment) binds that Franchisee only if it is set out in the Franchisee’s own Sales Order or the Franchisee has expressly accepted it in writing. The Franchisor is responsible to Workiz for the network-level commitments it makes in the Franchise Sales Order (such as minimum onboarding targets) and for the consequences that the Franchise Sales Order states for failing to meet them. (c) Franchisor Non-Payment. If the Franchisor fails to pay any Fee for which it is the Responsible Payer within fifteen (15) days after its due date, Workiz may give written notice to the Franchisor and the affected Franchisees. If the amount remains unpaid fifteen (15) days after that notice, Workiz may: (i) suspend the Franchises Add-on; and/or (ii) offer each affected Franchisee direct billing at the rates in the Franchise Sales Order for Fees accruing after the end of that notice period. If the Franchisee accepts in writing or through the Service, Workiz may charge its payment method on file for those Fees. If the Franchisee neither accepts nor terminates before the end of the notice period, Workiz may suspend its Account until it accepts direct billing or terminates. A Franchisee that does not wish to be billed directly may, before the end of the notice period, terminate its Subscription by written notice, effective at the end of the notice period, without liability for Fees for which the Franchisor was the Responsible Payer; Fees for which the Franchisee is the Responsible Payer remain payable for the then-current Term. A Franchisee is never liable for Fees owed by the Franchisor for any period before the end of the notice period. (d) End of Network Pricing. Expiration or termination of a Franchise Sales Order, or the unlinking of a Linked Account, does not terminate any Franchisee’s Subscription. From the start of the next Billing Cycle, the affected Account becomes a standard Account: network pricing and discounts that depended on membership in the Franchise Network end, the Franchisee becomes the Responsible Payer for all Fees for its Account, and those Fees are charged at Workiz’s then-current list prices for its Service Package unless the Franchisee’s own Sales Order states otherwise. A Franchisee whose Fees were previously paid in whole or in part by the Franchisor may, within thirty (30) days after this change, terminate its Subscription by written notice without liability for the Fees that the Franchisor had been paying. (e) Cancellation and Non-Renewal. The Term, renewal and termination of each Subscription are governed by the Sales Order under which it was purchased and by Section 18. A Franchisor may give notice of termination or non-renewal only for its Master Account and for Subscriptions for which it is the contracting party under the Franchise Sales Order. A Franchisee may do so only for its own Subscription. If a Franchisor terminates or does not renew a Subscription it holds for a Franchisee’s location, the Franchisee may continue its Account as a standard Account under Section 2A.7(d), and the Franchisor remains liable for Fees for which it is the Responsible Payer through the end of the then-current Term of that Subscription, and Section 2A.7(d) applies to the Franchisee from the end of that Term.

2A.8. Conflicting Instructions. Subject to Section 2A.5(b) and Section 2A.4, if Workiz receives conflicting instructions from a Franchisor and a Franchisee about a Linked Account, Workiz may refuse to act until it receives a joint written instruction or a final order of a court or arbitrator of competent jurisdiction, may act under Section 2A.6(b), or may otherwise act as it reasonably deems fit. Acting under this Section 2A.8 is not a breach of this Agreement.

2A.9. Franchisor Obligations. The Franchisor shall: (a) use Franchise Data solely for legitimate franchise business purposes permitted by the Franchise Agreement and applicable Law; (b) keep Franchise Data confidential and disclose it only to its personnel and service providers who need it for those purposes and who are bound by confidentiality obligations at least as protective as this Section 2A.9; (c) comply with all applicable privacy and data protection Laws in its access to and use of Franchise Data, including by providing any notice and obtaining any consent required for any use of Consumer information for its own purposes; (d) not use the Service to send communications to Consumers of a Linked Account except in compliance with Section 5.3; (e) maintain reasonable administrative, technical and physical safeguards for Franchise Data that it accesses or exports, and keep 2FA enabled for every Master Account user; (f) notify Workiz in writing without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any unauthorized access to its Master Account or to any Franchise Data; (g) promptly remove the access of any of its personnel who no longer need it; (h) after a Linked Account is unlinked, retain and use Franchise Data previously obtained only as permitted by the Franchise Agreement and applicable Law; and (i) be responsible for the acts and omissions of its personnel and service providers as if they were its own.

2A.10. Franchisee Responsibilities. The Franchisee remains responsible for its Linked Account and its Pro Content under this Agreement, including for the notices and consents described in Section 2A.3 and for responding to Consumer privacy requests. Without limiting the Franchisor’s own obligations and liability, the Franchisor and the Franchisee are each responsible to Workiz for the Franchisor’s access to and use of the Linked Account, and Workiz may seek recovery from either of them.

2A.11. Workiz’s Role. Workiz is not a party to, and has no obligation under, any Franchise Agreement, and does not monitor or enforce the Franchisor’s or the Franchisee’s compliance with it. Reports, roll-up dashboards and Franchise Controls reflect only data entered into or processed through the Service. They do not detect or prevent business conducted outside the Service, and Workiz does not warrant that they are complete or accurate for calculating royalties, fees or other amounts due between a Franchisor and a Franchisee. Any dispute between a Franchisor and a Franchisee is solely between them.

2A.12. Existing Links. An Account linked to a Master Account before the date on which version 1.9 of this Agreement was first posted is a Linked Account under this Section 2A. A Franchisee’s continued use of the Service after that date confirms its authorization under Section 2A.3; a Franchisee that does not wish to confirm may request unlinking under Section 2A.5(b). Workiz may require any Pro whose Sales Order refers to a prior web address for these terms to accept this Agreement through the Service, and may suspend the Franchises Add-on until it does.

Two-Factor Authentication Requirement

Certain Pro User roles and permission levels on the Service involve access to Confidential Information, including but not limited to Consumer data, contact details, financial information, and telecommunication package settings. To mitigate potential security risks and protect this data from unauthorized access, Workiz requires that certain Pro Users with elevated permissions enable Two-Factor Authentication (“2FA”).

By using the Service, Pro acknowledges that 2FA is a critical security measure designed to provide an additional layer of protection beyond standard login credentials. Failure to enable or maintain 2FA significantly increases the risk of unauthorized access to Pro’s Account and may result in data breaches, financial losses, identity theft, reputational harm, and other security-related incidents.

Pro is solely responsible for safeguarding (and ensuring that its Pro Users safeguard) the Account login credentials and for maintaining 2FA unless Workiz has explicitly authorized its removal upon Pro’s written request. Every user of a Master Account who can access a Linked Account is treated as a Pro User with elevated permissions for this purpose, and Workiz will not authorize removal of 2FA for those users.

Should Pro choose to disable 2FA—whether permanently or temporarily—Pro does so at its own risk. Pro assumes full responsibility for any and all consequences, including, but not limited to, any unauthorized access, misuse of data, fraudulent communications, and other potential damages or losses, and waives any right to take or initiate any legal action of any kind against Workiz in connection with any of the above.

Pro agrees to indemnify, defend, and hold harmless Workiz, its affiliates, officers, directors, employees, and agents from any claims, actions, damages, costs, expenses, or losses arising out of or related to Pro’s decision to disable 2FA, including but not limited to claims associated with data breaches, unauthorized account access, or financial misappropriation.

3. Subscription rights and restrictions.

3.1. Subscription. Subject to the terms and conditions of this Agreement, Workiz grants Pro a limited, non-exclusive, non-assignable, non-sublicensable license and right, during the Term (defined below), to do the following (collectively, the “Subscription“):

o (a) access and use the Service for Pro’s own internal end-use business purposes, and, where Pro is a Franchisor, to access and manage the Linked Accounts in its Franchise Network in accordance with Section 2A; and

o (b) download and use the Workiz App on devices owned or controlled by Pro Users.

The Subscription shall be subject to the corresponding Service Package, as well as any other limitations or conditions specified in the Sales Order. Use of the Workiz App may be subject to additional licensing terms (“App EULA“). For the avoidance of doubt, Workiz shall have no responsibility or liability whatsoever for any unofficial Workiz applications, including, without limitation, any damages, losses, or claims arising from or related to the use of such unofficial applications.

3.2. Free Trial. For each Subscription, Workiz may offer a free trial period (the default is 7-day, unless configured otherwise by Workiz) (“Free Trial” and “Free Trial Period“) prior to charging for the Fees. The Free Trial, if any, shall commence on the date that Pro commences access or use of the Service, and will terminate at the end of the Free Trial Period, or sooner if: (a) Pro proceeds to begin paying the applicable Fees, (b) Pro requests to cancel the Subscription, or (c) the Free Trial is terminated by Workiz, in its sole discretion. Upon termination of the Free Trial, and unless Pro has cancelled the Subscription or Workiz has terminated the Free Trial, the Fees shall become immediately due and payable (and if no payment or billing information have been provided, Pro shall, and may be required, to provide such information). Free Trials are permitted solely for Pro to determine whether to proceed to a paid Subscription. Free Trials may not include all Features. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WORKIZ AND WORKIZ AFFILIATES WILL HAVE NO WARRANTY, INDEMNITY, SUPPORT, OR OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO FREE TRIALS, AND WORKIZ HAS THE RIGHT TO TERMINATE A FREE TRIAL AT ANY TIME AND FOR ANY REASON.

3.3. Restrictions. As a condition to the Subscription, Pro shall not do (or permit or encourage to be done) any of the following (in whole or in part): (a) copy, “frame” or “mirror” the Service; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Service to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment), except for a Franchisor’s access to Linked Accounts in accordance with Section 2A; (c) publicly perform, display or communicate the Service; (d) modify, alter, adapt, arrange, or translate the Service; (e) decompile, disassemble, decrypt, reverse engineer, extract, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) of, the Service; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Service; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Service; (h) make a derivative work of the Service, or use it to develop any service or product that is the same as (or substantially similar to) it; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of devices or users that directly access or use the Service (sometimes referred to as ‘virtualisation’, ‘multiplexing’ or ‘pooling’) in order to circumvent any limitations or conditions on the scope of the Subscription; (k) forge or manipulate identifiers in order to disguise the origin of any data or content inputted or uploaded to, or transmitted through, the Service by Pro; or (l) take any action that imposes or may impose (as determined in Workiz’s reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Service, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure. References in this paragraph to the “Service” shall also be deemed to include Workiz Content. For the avoidance of doubt, the restrictions set forth in this Section (Restrictions) shall also apply with respect to any Third Party Services.

3.4. Reservation of Rights. For the avoidance of doubt, the Service (including any copies thereof) is only licensed hereunder, and no title in or to the Software (or such copies) passes to Pro. Any rights not expressly granted herein are hereby reserved by Workiz and its licensors, and, except for the Subscription, Pro is granted no other right or license to the Service, whether by implied license, estoppel, exhaustion, operation of law, or otherwise.

3.5. Hosting and Availability. The Service will be hosted by a third party hosting services provider selected by Workiz from time to time (each, a “Hosting Provider“), and accordingly the availability of the Service shall be in accordance with the Hosting Provider’s then-current uptime commitments. In the event Workiz decides to host the Service internally on Workiz’s own servers under this Agreement, then, at the written request of Pro, the parties agree to negotiate in good faith an addendum to this Agreement to address Service uptime availability.

4. Data backup

The Service is not intended to, and will not, operate as a data storage or archiving product or service, and Pro agrees not to rely on the Service for the storage of any Pro Content whatsoever. Pro is solely responsible and liable for the maintenance and backup of all Pro Content.

5. Pro content

5.1. As between Pro and Workiz, Pro is solely responsible and liable for (and agrees to hold harmless and release Workiz and all Workiz Affiliates from) all Pro Content, and for its use of the foregoing, as well as for the consequences of inputting, uploading, or transmitting Pro Content (including without limitation, for obtaining any licenses, permissions, consents, approvals, and authorizations from individuals appearing therein), and for the way in which it is used by others. Pro hereby represents and warrants that: (a) its Pro Content does not, and will not, infringe, misappropriate, or violate any third party’s Intellectual Property Rights, privacy rights, or any Law; (b) its Pro Content is not, and will not be, disparaging, libelous, threatening, offensive, harassing, deceptive, abusive, promoting of violence, illegal drugs, illegal arms trafficking, or illegal gambling, and does not, and will not, contain obscenity or pornography, create any risk to a person’s safety or health, impersonate another person, compromise national security, or interfere with an investigation by law enforcement; (c) its Pro Content does not, and will not, contain any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Service; (d) it has obtained, and will maintain during and after any termination of this Agreement, any and all licenses, permissions, consents, approvals, and authorizations required in connection with Pro Content; and (e) the content, type and quantity of Pro Content has not been authorized by Workiz and is uploaded to the Service at Pro’s sole risk and discretion. Unless specifically requested by the Service, or strictly required for use of the Service, Pro represents and warrants that Pro Content will not include any Sensitive Data.

5.2. Without derogating from the foregoing, it is the responsibility of the Pro to ensure that the uploading, storage, and transmission of any Personal Data through the Service comply with all applicable laws and regulations regarding privacy and data protection. Workiz shall not be responsible or liable for any Personal Data uploaded, stored, or transmitted using the Service, including without limitation, sensitive financial information (e.g., credit card details), personal identification information, or any other private or sensitive data. Pro acknowledges and agrees that it must obtain all necessary consents and provide all necessary disclosures to Consumers and any other third parties regarding the collection, processing, and storage of their data when using the Service. Pro further agrees to not upload or transmit any Personal Data that violates any law or rights of any third party, including but not limited to privacy rights and intellectual property rights. Workiz explicitly disclaims any liability for the loss, disclosure, or misuse of any Personal Data processed, uploaded, or transmitted through the Service, except to the extent that such liability cannot be excluded or limited by law.

5.3. Pro acknowledges and agrees that certain Features may enable Pro to create, schedule, automate, and send communications (including SMS/MMS, emails, and voice calls) to Consumers and other recipients, including through campaigns, sequences, rules, and recipient lists imported or generated by Pro (including dynamic lists). Such text-messaging and voice calls functionality is provided through a technology platform that enables Pro to transmit messages and voice calls using dedicated third-party infrastructure; Workiz does not itself determine or direct the content, timing, or recipients of any text message or voice call sent by Pro through the Service, and does not act as a voice service provider, telecommunications carrier, or message originator of any kind, to the extent consistent with applicable law and regulatory determinations. Pro is solely responsible for obtaining, and maintaining records of, all consents required under applicable Law and for ensuring compliance with all applicable Laws and self-regulatory rules applicable to such communications, including without limitation requirements relating to consent/opt-in, disclosures, sender identification, unsubscribe/opt-out, do-not-contact requests, and message timing and content (including the Telephone Consumer Protection Act, 47 U.S.C. § 227, and the FCC’s implementing regulations, 47 C.F.R. § 64.1200 (collectively, “TCPA”), the Telemarketing Fraud and Abuse Prevention Act, 47 U.S.C. § 6101 et seq., the FTC’s Telemarketing Sales Rule issued thereunder, 16 C.F.R. Part 310 (together with the Telemarketing Fraud and Abuse Prevention Act, the “TSR”), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003, 15 U.S.C. § 7701 et seq. and the FTC’s rule issued thereunder, 16 C.F.R. Part 316 (collectively, “CAN-SPAM”), state equivalents, and mobile carrier or messaging-aggregator requirements (including 10DLC campaign registration standards)). Workiz may, at its discretion, require Pro to confirm through the Service, before sending any text message or campaign, that Pro has obtained all consents required for that communication, and may retain and use records of such confirmations, including to respond to carrier, regulatory, or legal inquiries. Workiz may rely on any such confirmation without independent verification, and neither requesting nor receiving a confirmation shall constitute a review or approval by Workiz of Pro’s consents or communications or relieve Pro of any of its obligations under this Section 5.3. Without limiting the foregoing, Pro represents, warrants, and covenants that:

5.3.1. Pro shall send automated, promotional, marketing, or other regulated text messages only to recipients who have provided their prior express consent or prior express written consent, as applicable under Law (including TCPA and implementing regulations). Pro shall obtain such consent in a manner that is voluntary and constitutes a clear opt-in (and, where required, a signed writing or other legally valid electronic signature). Where required by Law or as a compliance best practice, Pro shall implement and maintain a confirmation process (such as a “double opt-in”) prior to sending recurring promotional messages.

5.3.2. Pro shall immediately honor any request by a recipient to stop receiving communications through an automated means and/or otherwise opt out (including any message containing “STOP” or any similar term or terms that might reasonably evidence a recipient’s desire to not receive further communications), and shall ensure that such opt-out is processed within the time required by applicable Law.

5.3.3. Pro shall ensure it does not initiate communications to any telephone number that appears on the federal do-not-call registry, any applicable state do-not-call registry, or Pro’s own company-specific do-not-call list (each, a “DNC List”), except to the extent permitted by applicable Law (including any applicable exemptions) and based on valid consent. Pro shall maintain and document procedures to scrub and honor DNC Lists and do-not-contact requests.

5.3.4. Pro shall send text messages only during permitted hours under applicable Law, and in any case only between the hours of 8:00 AM and 9:00 PM local time at the recipient’s location (unless applicable Law permits otherwise and recipient consent has been obtained for different hours).

5.3.5. Pro represents, warrants, and covenants that all communications with recipients that occur via email will be made in compliance with CAN-SPAM and any applicable laws regulating the initiation of email messages. Without limiting the foregoing, Pro represents, warrants, and covenants to: (i) clearly and conspicuously include in each commercial electronic mail message either a functioning return email address or other Internet-based mechanism that permits the recipient to opt out of future commercial electronic mail messages, which mechanism must remain capable of receiving opt-out requests for no less than 30 days after transmission; (ii) honor any such opt-out in no more than 10 business days (or such shorter period as required by applicable Law); (iii) refrain from sharing, in any manner, any email address that has submitted an opt-out, other than for purposes of complying with CAN-SPAM; (iv) clearly and conspicuously identify any commercial electronic mail message as an advertisement or solicitation unless the recipient has previously provided affirmative consent to receive such commercial electronic messages; (v) refrain from sending any email that contains or is accompanied by header information that is false or misleading; and (vi) include a valid physical postal address of Pro (or, where applicable, the sender identified in such email).

5.3.6. Pro will promptly honor opt-out and do-not-contact requests received through the Service or otherwise and will not send communications to recipients where consent has been revoked or is not legally valid. Workiz disclaims any liability arising from or related to Pro’s communications, recipient lists, or Pro’s failure to comply with the foregoing, except to the extent such liability cannot be excluded by law.

6. Third party content and services

The Service may present, or otherwise allow Pro to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by Workiz (such Content, “Third Party Content“) as well as Third Party Services. The Service may also enable Pro to communicate with the related third parties. The display or communication to Pro of such Third Party Content or Third Party Services does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Workiz of such Third Party Content, Third Party Services, or third party, nor any affiliation between Workiz and such third party. To the maximum extent permitted by law, Workiz does not assume any responsibility or liability for Third Party Content or Third Party Services, or any third party’s terms of use, privacy policies, actions, omissions, or practices. Pro should read the terms of use and privacy policy of any third party that Pro interacts with before it engages in any such activity. By utilizing any Third Party Services through the Service, Pro hereby consents to and agrees that Workiz may share Pro’s and its Consumer’s personal information, including without limitation contact information, with such Third Party Service providers for the purpose of facilitating the provision of such services to Pro.

7. Features

Workiz reserves the right to remove, modify, and/or add Features at any time, without any notice or obligation to Pro, and for any reason whatsoever. Some Features may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by Workiz in its sole discretion or required by the applicable third party provider. Moreover, if Workiz determines that Pro is in breach of any provision of this Agreement, Workiz reserves the right to block or suspend Pro from certain or all Features. Workiz may in its sole discretion charge for Features as part of the Fees and/or require additional personal, business or general information. Pro acknowledges and agrees that just because Workiz makes a Feature available, it does not mean Workiz endorses, or can otherwise control, every manner in which such Feature is used. Each Feature may be accompanied by separate or additional terms and conditions (in each case, “Feature Specific Terms”) , as well as additional fees (in each case, “Feature Specific Fees”). Unless stated otherwise in Feature Specific Terms, all Feature Specific Terms apply in addition to (and not instead of) this Agreement.

8. Telephony; VoIP and calling features

8.1. Pro may enable or use telephony-related Features as part of the Service, including without limitation, through the Workiz App (the “Telephony Features”). The Telephony Features allows making and receiving calls, call routing and supports push notifications. Telephony Features are provided through, dependent upon, or integrated with Third Party Services (for example, Twilio) and may be subject to the applicable Third Party Services’ terms, policies and technical limitations; Workiz does not itself act as a voice service provider, telecommunications carrier, or common carrier, and the Telephony Features are provided through third-party infrastructure providers. Workiz disclaims responsibility for Third Party Services as set forth in this Agreement. Pro acknowledges that Workiz personnel and Workiz service providers may have access to call recordings, transcriptions, and related call data on a need-to-know basis for operational purposes, including support, troubleshooting, quality assurance, security, compliance, and product improvement and in accordance with our privacy policy. Workiz may store call recordings and related transcripts for the duration of the Term and thereafter, unless deleted by Workiz in its reasonable discretion in accordance with our privacy policy and/or as permitted or required under applicable laws.

8.2. Use of Telephony Features may be subject to additional limitations and requirements under applicable laws, such as U.S. wiretapping laws, as applicable. Pro acknowledges and agrees that: (a) Pro is responsible to ensure that its use of Telephony Features are done in compliance with all applicable laws; (b) Pro is solely responsible for (and shall ensure that its Pro Users are responsible for) providing all notices and obtaining all consents required under applicable Law (including any “two-party consent” or “all-party consent” requirements) before initiating, recording, monitoring, storing, and/or transcribing any call; (c) Pro will not use the Telephony Features for any unlawful, deceptive, or abusive purpose; and (d) Pro is solely responsible for the content of any calls and for any Pro Content captured in recordings.

8.3. Pro and/or a Pro User may request a Voice over Internet Protocol (VoIP) number as part of the Service (a “VoIP Number“). Upon such a request, and subject to Workiz’s approval and applicable terms and conditions herein, as well as the payment by Pro of any additional fees which Workiz may charge for such VoIP Number, Workiz may provide Pro and/or the Pro User with a VoIP Number. Pro and the applicable Pro Users (a) agree to use the VoIP Number in compliance with all applicable local, state, national, and international laws and regulations, including but not limited to telecommunications, data protection, and privacy laws; (b) are solely responsible for all acts or omissions that occur under their VoIP Number, including the content of their communications; (c) may not use the VoIP Number for any illegal, fraudulent, unethical, or disruptive activities, including but not limited to harassment, abuse, or sending unsolicited communications; and (d) agree that Workiz may collect, use, and share users’ personal data in connection with the VoIP Number in accordance with Workiz’s Privacy Policy https://www.workiz.com/privacy-policy/. By using the VoIP Number, Pro and the applicable Pro Users consent to such processing and warrant that all data provided is accurate.

8.4. Pro and Pro Users may opt to configure their Account settings to automatically add funds to their VoIP Number phone plan when it runs out. In such cases, the Account will be automatically charged when the funds are depleted. Certain call types may be billed at different per-minute rates or multipliers than standard calls, reflecting underlying costs charged to Workiz by its telephony providers; current phone usage calculation is available at https://help.workiz.com/hc/en-us/articles/50799587834897-Understanding-your-usage-for-Genius-add-ons-Phone-Answering-Recording. Workiz may modify its phone plan at any time, and Pro’s continued use of the Telephony Features following such modification constitutes acceptance of the updated usage rates. These charges, as well as any other on-demand purchases made available via the Services, are non-cancellable and non-refundable.

8.5. The VoIP service may not support traditional emergency call services in all locations. Pro and the applicable Pro Users must maintain an alternative means of accessing emergency response services. Pro must inform all potential Pro Users of the VoIP Numbers about this limitation. Workiz shall not be liable for any failure to access emergency service personnel.

8.6. Workiz reserves the right to suspend or terminate the VoIP Number immediately and without notice if Pro and/or a Pro User violates any terms of this Agreement, fails to pay any charges when due, or for any other reason deemed necessary to protect Workiz or its users.

9. Workiz Genius.

9.1. The Service may use, include and/or allow Pro to use artificial intelligence features, tools and/or algorithms (including, OpenAI) (all together with telephony services, “Workiz Genius“), including a tool to perform different language-generation tasks, such as writing text messages, emails, and/or in-app messages to send to Consumers (collectively, “Text”). Pro may not use Workiz Genius and/or create or share Text in a manner that violates any OpenAI policies, including, without limitation, OpenAI terms of use, their Usage Policy or Sharing and Publication Policy. Pro acknowledges that any Text or output may not be unique and that Workiz Genius and/or GPT may generate the same or similar Text or output to a third party. Pro agrees not to state or suggest that any Text or output was human-generated when it is not or generate any Text for an illegal purpose. Pro shall be solely responsible for the input, the output, the use of Workiz Genius, and any deliverables created through Workiz Genius and the consequences of creating, uploading, posting, publishing, or sharing them. If Pro uses (or allows Workiz to use) Workiz Genius to input, create, rewrite and/or share Text, Pro represents, warrants and covenants that Pro owns or has acquired all the necessary permissions and rights to do so, and that Pro has not and will not infringe, misappropriate or violate third party rights (including, without limitation, intellectual property rights, and proprietary or privacy rights). Given the data sharing implications of using this feature, Pro is strongly advised not to provide any sensitive information, personal information, health data, identification data (e.g., ID or social security number), confidential information or credit card details while using this feature. By choosing to use this feature, Pro acknowledges and agrees to the sharing of Pro’s information with Workiz Genius and the potential risks associated with such data sharing. To the maximum extent permitted by law, Workiz shall have no responsibility or liability regarding the data that Pro inputs to Workiz Genius and Pro’s use of the output (including for ensuring that it does not violate any applicable laws, policies or this Agreement) and any errors, omissions, or other inaccuracies in any information or materials provided by Workiz Genius.

9.2. The Workiz Genius may also enable the Pro to transcribe telephone or video calls with Consumers and/or Pro Users and derive insights from such calls (“Call Transcription Services“). In connection with the use of Call Transcription Services, the Pro agrees to the following:

9.2.1. The Pro acknowledges and agrees that it is solely responsible for obtaining any required consent from all participants in any call to be recorded as part of the Call Transcription Services, as well as the for the collection, processing, and use of their data pursuant to the Call Transcription Services. Pro must comply with all applicable laws and regulations regarding call recording and privacy. Workiz will not be held liable for any failure on the part of the Pro to obtain the necessary consents.

9.2.2. The Pro acknowledges that the Call Transcription Services may not achieve perfect accuracy. Transcripts may contain errors, may not accurately reflect the content of the calls, and should not be relied upon as an exact record of such calls. Furthermore, Pro understands that the Call Transcription Services may not be available at all times and are subject to downtimes and interruptions. Workiz makes no guarantee regarding the availability or uptime of these services.

9.2.3. Workiz shall not be liable for any errors in the transcription, any omissions, or any inaccuracies contained in the transcripts provided by Workiz Genius, nor for any decisions, actions, or inactions taken by the Pro on the basis of such transcripts.

9.2.4. Pro is responsible for evaluating the accuracy, usefulness, and applicability of the transcripts and insights generated by the Call Transcription Services and agrees to use such information in compliance with all applicable laws, including privacy and data protection laws.

9.2.5. By using the Call Transcription Services, Pro agrees to indemnify and hold Workiz harmless against any claims, damages, or losses arising from the Pro’s failure to comply with these terms or any applicable laws and regulations.

WORKIZ GENIUS DISCLAIMERS. PRO HEREBY UNDERSTANDS AND ACKNOWLEDGES THAT WHEN USING WORKIZ GENIUS AND/OR INPUTTING AND USING THE OUTPUT TEXTS: (I) PRO SHALL BE SOLELY RESPONSIBLE AND LIABLE FOR THE TEXT AND THE CONSEQUENCES OF CREATING, USING, OR SHARING THEM; (II) PRO MAY BE EXPOSED TO TEXT FROM A VARIETY OF SOURCES; (III) WORKIZ IS NOT RESPONSIBLE AND TAKES NO LIABILITY FOR THE ACCURACY, USEFULNESS, INTEGRITY, LAWFULNESS, TITLE OR INFRINGEMENT, FUNCTIONALITY OR INTELLECTUAL PROPERTY RIGHTS OF, OR RELATING TO, SUCH TEXTS; AND (IV) WORKIZ GENIUS AND THE TEXT ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND USE OF WORKIZ GENIUS AND THE TEXTS IS AT PRO’S SOLE RISK AND FREE WILL. PRO HEREBY AGREES TO WAIVE, AND HEREBY DOES WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES PRO MAY HAVE AGAINST WORKIZ WITH RESPECT TO WORKIZ GENIUS AND/OR TEXTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WORKIZ EXPRESSLY DISCLAIMS ALL AND PRO RECEIVE NO WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10. SMS notifications and terms

Workiz may provide SMS notifications to users who opt-in to receive messages related to scheduled visits, service updates, payment reminders, and support services. By providing a phone number and opting in, users consent to receive automated text messages. Standard messaging and data rates may apply. Users can opt out at any time by replying with “STOP” or contacting Workiz support.

For more details on how Workiz collects, uses, and shares SMS-related data, please refer to our Privacy Policy.

11. Updates and support

11.1. Updates. All references herein to the “Service” shall include the Updates provided by or on behalf of Workiz under this Agreement. Workiz may from time to time provide Updates, but shall not be under any obligation to do so. Such Updates will be supplied according to whatever then-current internal policies Workiz may have in place, and some Updates may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by Workiz in its sole discretion. Some Updates may include automatic updating or upgrading without any notice or obligation to Pro, and Pro consents to any such automatic updating or upgrading of the Service. In some cases, Pro may be required to install the Update manually. An Update may be accompanied by separate or additional terms and conditions, as well as additional fees (in each case, “Update Specific Terms”). Unless stated otherwise in Update Specific Terms, all Update Specific Terms apply in addition to (and not instead of) this Agreement.

11.2. Support. Workiz (and/or a Workiz Affiliate or subcontractor) will use commercially reasonable efforts to provide Service-related technical support via any helpdesk or online portal offered via the Service or Site. For further information on such technical support see www.workiz.com/support/. If a problem or error relates to a Feature provided via a Third Party Services, then technical support may be provided by the applicable third party provider.

12. Ownership and licenses

12.1. Service; Feedback. Pro acknowledges that the Service is or may be protected by Intellectual Property (and similar) Laws, treaties, and conventions. Any rights not expressly granted herein are hereby reserved by Workiz and its licensors. As between Pro and Workiz, Workiz is the sole and exclusive owner of all Intellectual Property Rights in and to the Service and all Workiz Content. For the avoidance of doubt, “Workiz” (and its respective logos) are trademarks of Workiz and/or Workiz Affiliates, and all other trademarks appearing on or in the Service are the trademarks of their respective owners. If Pro provides Workiz with any ideas, suggestions, or similar feedback about performance of the Service or for improving the Service (“Feedback“), Pro hereby grants to each of Workiz and all Workiz Affiliates a worldwide, assignable, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers of sublicensees), irrevocable, and perpetual license, to access, use, reproduce, distribute, publish, broadcast, make available to the public, modify, adapt, edit, create derivative works of, publicly display, publicly perform, and otherwise commercially exploit such Feedback, in any media format and through any media channels (now known or hereafter developed) (the “Feedback License“).

12.2. Pro Content Ownership and Licenses. As between Pro and Workiz, Pro is the sole and exclusive owner of Pro Content. Notwithstanding such ownership, Pro hereby grants to each of Workiz and all Workiz Affiliates a worldwide, assignable, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers of sublicensees), irrevocable and perpetual license, in any media format and through any media channels (now known or hereafter developed) to do the following (collectively, the “Pro Content License“): (a) to process Pro’s Pro Content to perform under this Agreement, including without limitation to provide Pro with the functionality of the Service and any support, and, for a Linked Account, to make Franchise Data available to the Franchisor and to act under Section 2A; and (b) to process Pro’s Pro Content and Pro’s usage of the Service on an aggregated or otherwise anonymous basis, for the purposes of improving the Service, analytics, and generally research and development.

13. Fees, payment and service packages

13.1. Fees. Pro shall pay all fees stated in the applicable Sales Order (“Fees”) , and any additional Feature Specific Fees, to the extent applicable. Unless expressly stated otherwise herein or in the applicable Sales Order, all Fees, as well as any other on-demand purchases that may be made available via the Services, are non-cancelable and non-refundable. Service Packages can either be the ‘default’ packages offered via the Site (“Default Service Packages”) or ‘customized’ packages separately negotiated with Workiz (“Customized Service Packages”). Service Packages may be upgraded (e.g. adding Pro Users or Features) (“Package Upgrades”) or downgraded (e.g. removing Pro Users or Features) (“Package Downgrades”) in accordance with this Section. Unless expressly stated otherwise in the applicable Sales Order, all Package Upgrades are final, non-cancellable, and non-refundable.

13.2. Annual Fee Increase. Workiz reserves the right to implement an annual fee increase of up to 10% (ten percent), effective on the anniversary date of the applicable Sales Order. Unless agreed otherwise by the parties in writing, this increase will be applied to all Fees associated with the Service Package and any additional services provided under this Agreement. Workiz will provide written notice of any such increase to Pro at least thirty (30) days prior to the effective date of the increase. Pro’s continued use of the Service after the effective date of the fee increase constitutes acceptance of the new Fees.

13.3. Default Service Package Changes. The following applies to Default Service Packages: Pro is only entitled to Package Downgrades if the Billing Cycle is calendar monthly (i.e. no Package Downgrades are permitted for annual Billing Cycles). Pro is entitled to Package Upgrades, subject to a 30-day cancellation policy and subsequent annual commitment as outlined above. To the extent entitled, Package Downgrades and Package Upgrades may be configured by Pro at any time via the functionality offered in the Service, or, in the absence of such functionality, via written request to Workiz. Unless expressly stated otherwise in the applicable Sales Order, all Package Upgrades are final, non-cancellable, and non-refundable.‎

13.4. Customized Service Package Changes. The following applies to Customized Service Packages: Pro is not entitled to Package Downgrades. Pro may request a Package Upgrade at any time, but not later than five (5) business days prior to subsequent Billing Cycle, by submitting Workiz a request in writing or via any functionality offered (“Modification Request”). Each Modification Request shall include: (a) current, complete and accurate information on Pro’s Service Package; and (b) details of the required Package Modification. Approval of a Modification Request is in Workiz’s sole discretion. Following Workiz’s receipt of the Modification Request, Workiz shall promptly confirm in writing to the Pro: (i) whether the Modification Request has been approved or rejected; (ii) when the applicable Package Upgrade will be implemented; and (iii) any changes to Pro’s Fees due to the applicable Package Upgrade. Changes to Pro’s Fees (if any) shall be reflected in accordance with Section ‎13.5 (Payment Terms). Unless expressly stated otherwise in the applicable Sales Order, all Package Upgrades are final and cannot be canceled or refunded.

13.5. Payment Terms. The payments made to Workiz shall be made in advance and on a recurring basis (each, a “Billing Cycle”). Billing Cycles are based on the Subscription term specified in the Sales Order (i.e. calendar monthly basis or annual basis). For the avoidance of doubt, it is agreed that:

(a) In respect of a calendar monthly Billing Cycle, if the Effective Date is after the 1st day of a given calendar month, the Fees for that calendar month will be pro-rated.

(b) The increased Fees for a Package Upgrade becomes immediately due when the Package Upgrade takes effect, and if the Package Upgrade takes effect during the then-current Term, there will be a pro-rated adjustment of the Fees for the remainder of the then-current Term.

(c) In the event of a Package Downgrade taking effect after the 1st day of a given calendar month, Pro will not be entitled to a pro-rated refund of that calendar month’s Fees, but will instead receive a pro-rated credit against the subsequent calendar month’s Fees.

All Billing Cycles are renewed automatically at the commencement of each Renewal Term (defined below). Unless expressly stated otherwise in the Sales Order: (a) all Fees are stated, and are to be paid, in US Dollars; (b) all Fees are payable in advance; (c) all payments under this Agreement are non-refundable, and are without any right of set-off or cancellation; and (d) any amount not paid when due will accrue interest on a daily basis until paid in full, at the lesser of: (i) the rate of one and a half percent (1.5%) per month; and (ii) the highest amount permitted by applicable Law.

13.6. Taxes. Amounts payable under this Agreement are exclusive of all applicable sales, use, consumption, VAT, GST, and other taxes, duties or governmental charges, except for taxes based upon Workiz’s net income. In the event that Pro is required by any Law applicable to it to withhold or deduct taxes for any payment under this Agreement, then the amounts due to Workiz shall be increased by the amount necessary so that Workiz receives and retains, free from liability for any deduction or withholding, an amount equal to the amount it would have received had Pro not made any such withholding or deduction. For the avoidance of doubt, Pro is responsible for self-assessing whether GST/HST is applicable under the Excise Tax Act (R.S.C., 1985, c. E-15).

13.7. Payment Processing. Pro shall provide Workiz accurate and complete billing information including without limitation full name, address, state, zip code, telephone number, and a valid payment method information. Pro agrees to promptly notify Workiz of any changes to the Pro’s billing information. Pro authorizes Workiz (either directly or through third parties) to request and collect payment on a recurring basis (or otherwise charge or take any other billing actions) from the Pro. In case Pro pays with a credit card, Pro hereby authorizes Workiz to charge the credit card on a recurring basis for all applicable Fees and to store the credit card information on Workiz’s (and its third parties’ payment processing providers’) servers. Payment of Fees may be processed through a third-party payment processing service, and additional terms may apply to such payments.

13.8. Discounts. Workiz may, at its sole discretion, offer discounts to Pro as specified in the applicable Sales Order, but shall have no obligation to do so. Any discounts provided to Pro in the Sales Order or otherwise are offered at Workiz’s sole discretion and do not constitute a commitment by Workiz to provide such discounts on an ongoing basis or for any specific duration. In the event that Pro breaches any provision of this Agreement, defaults on any Fees or payments due to Workiz, or fails to comply with any terms set forth in the Sales Order, Workiz reserves the right, in its sole discretion, to immediately revoke all discounts previously offered to Pro. Upon such revocation, Workiz may charge Pro for the full, non-discounted amount of any goods or services provided, retroactive to the date such discounts were initially applied. Pro acknowledges and agrees that, upon revocation of discounts as described in this Section 13.8 (Discounts), it shall be immediately liable for payment of the full, non-discounted amount of all goods and services received from Workiz, and shall promptly remit such payment in accordance with the payment terms set forth in this Agreement. Discounts and network pricing granted under a Franchise Sales Order apply only while the applicable Account remains a Linked Account and the Franchise Sales Order remains in effect, as set out in Section 2A.7(d). The end of network pricing under Section 2A.7(d) is not a revocation of discounts under this Section 13.8 and applies only from the start of the next Billing Cycle.

14. WorkizPay payment services

14.1. General. Pro may, at its discretion, enable the Consumer to remit payment for goods and services through the Service (“WorkizPay”). Workiz may engage a third-party payment processing service provider (the “Payment Processor“) to facilitate this functionality (such services offered by the Payment Processor, the “Payment Processing Services“). Workiz expressly reserves the right, at any time and in its sole discretion, to suspend, replace, or otherwise modify the Payment Processor utilized to provide such Payment Processing Services. In connection with Pro’s use of the Payment Processing Services provided by the Payment Processor, Pro hereby acknowledges and agrees that it is entering into a direct contractual relationship with the Payment Processor and shall be bound by all terms and conditions established by the Payment Processor, as agreed to or otherwise made available to Pro, including any additional terms referenced therein, all of which are hereby incorporated by reference into this Agreement (”Payment Processor Terms“).

Pro hereby acknowledges and agrees that Workiz and the Payment Processor may, at their sole discretion and from time to time, impose additional requirements, requests for information, or compliance obligations, including but not limited to know-your-customer (KYC) procedures, anti-money laundering (AML) measures, the establishment of reserves, reporting obligations, or risk management protocols, as conditions precedent to the provision or continued provision of Payment Processing Services. Pro further agrees to promptly and fully comply with any such requirements or requests. Pro expressly acknowledges that any failure to comply with the foregoing may result in the immediate suspension or termination of Payment Processing Services, without liability to Workiz or the Payment Processor.

14.2. Registration and Information. Pro hereby expressly authorizes and consents to: (a) Workiz disclosing Account Data (as defined below) to the applicable Payment Processor; (b) the Payment Processor collecting, processing, and disclosing to any payment provider (including, without limitation, Visa, MasterCard, Discover, and American Express), financial institution, or other third party as necessary for the provision of the Payment Processing Services, any information and/or data required for the provision of such services (including, without limitation, payment information, bank account details, transaction data, and certain personal information relating to Pro and/or the Consumer) (collectively, ”Account Data“); and (c) the Payment Processor collecting, using, retaining, storing, and processing Account Data and other information for the purpose of providing Payment Processing Services or as otherwise set forth in the Payment Processor’s privacy policy made available to Pro. Pro acknowledges and agrees that it is solely responsible for obtaining all necessary consents, authorizations, and rights from the Consumer to permit Workiz and/or the Payment Processor to process and disclose Account Data and other information in connection with the Payment Processor’s activities. Pro further acknowledges and agrees that it is solely responsible and liable for all information provided to Workiz and/or the Payment Processor (including information provided by the Consumer). Pro hereby represents, warrants, and covenants that it shall at all times provide complete and accurate information to Workiz and the Payment Processor and shall not provide and/or transmit any information that is defamatory, offensive or illegal through the Payment Processing Services.

14.3. Activities and Compliance. Pro shall be solely responsible and liable for all activities initiated by or on behalf of Pro (or the Consumer), or conducted using Pro’s credentials, in connection with the Payment Processing Services. Pro shall at all times strictly comply with all applicable laws, statutes, regulations, payment card network operating rules, agreements with third parties, and the Payment Processor Terms. Pro hereby represents, warrants, and covenants that it shall not use, nor permit the use of, the Payment Processing Services to: (a)access any Account Data or engage in any activity, or attempt to do either, without the Consumer’s express prior authorization or after such authorization has been revoked; (b) engage in any fraudulent, unlawful, deceptive, or abusive acts or practices, or in any manner that is harmful or intended to cause harm to the Consumer, the Payment Processor, or any third party; or (c) circumvent, or attempt to circumvent, any intended limitations or restrictions imposed by the Payment Processor on any feature of the Payment Processing Services, or use the services in any manner inconsistent with the Payment Processor’s documentation.

14.4. Reserve Accounts. Workiz may require that certain sums of money be set aside and held in a reserve account to cover chargebacks, refunds, or other payment obligations arising from the use of WorkizPay, Payment Processing Services, or any payment-related service under this Agreement (a “Reserve Account”). Workiz may set the terms and the amount of the Reserve Account and may notify Pro of such terms if Workiz deems appropriate (but is under no obligation to notify), which may require, for example, that a particular amount of the funds received for a transaction processed through the WorkizPay service and/or Payment Processing Services are held for a period of time, or that additional amounts are held in the Reserve Account. In addition, Workiz may, at its sole discretion, directly charge the Pro’s bank account and/or credit or debit card held by Workiz on file, for the purposes of creating and funding the Reserve Account as appropriate under the circumstances. Workiz reserves the right to change the terms of the Reserve Account at any time and for any reason, based on Pro’s (or the Consumer’s) payment processing history or as requested by the payment processors. Workiz may require Pro to fund the Reserve Account by means of (amongst others): (i) any funds payouts made or due to Pro for transactions submitted to the Payment Processing Services; (ii) other sources of funds associated with Pro’s Workiz account; or, (iii) requesting that Pro provides funds to Workiz for deposit to the Reserve Account. Pro acknowledges and agrees that Pro: (iv) is not entitled to any interest or other compensation associated with funds held in the Reserve Account; (v) has no right to direct that account; (vi) has no legal interest in those funds or that account; and, (vii) may not assign any interest in those funds or that account.

14.5. Chargebacks/ Reversed Transactions. Pro shall be solely responsible for all Chargebacks (defined below) and/or other reversed or charged back transactions (including, without limitation, any fees levied by the card company, payments networks and/or the Payment Processor) with the Consumer, regardless of the reason for, or timing of the Chargeback. Workiz shall not be liable for any Chargeback or other reversed or charged back transaction whatsoever. Pro shall be solely responsible for responding to and/or contesting (if applicable) any Chargeback in respect of a transaction to which Pro is a party. Pro may do this by contacting the applicable Consumer and/or submitting evidence to validate a transaction directly with the Consumer’s card provider. In the event that Pro does not promptly address a chargeback, Pro hereby authorizes Workiz to collect and submit, in its sole discretion, relevant information and evidence from Pro’s Workiz account to the applicable card company/payment processor in order to address any disputed charges. For the purposes of this section, “Chargeback” means a disputed charge raised by the Consumer, which is raised with their card company and can be on a variety of grounds including contesting a transaction as fraudulent, unrecognized or a duplicate charge or in relation to non-receipt of products or services or poor quality of the same. Workiz will charge the Pro a non-refundable $25 fee for each Chargeback regardless of the outcome.

14.6. Excessive Chargebacks. If Workiz determines, in its sole discretion, that Pro is incurring an excessive amount of Chargebacks, Workiz may establish controls or conditions governing Pro’s account, including without limitation, by (a) establishing new payment processing fees, (b) increasing the amount required to be maintained in Pro’s Reserve Account as reasonably determined by Workiz to cover anticipated Chargebacks and related fees, (c) delaying payouts, and/or (d) terminating or suspending Pro’s access to the Service.

14.7. Dispute Support. Workiz, at its own discretion, might use a third-party service provider to support the Pro in the dispute process. The Pro agrees to pay any charges or fees associated with this activity to the third party service provider and/or Workiz.

14.8. Debit card services.

14.8.1. Workiz, in partnership with third party financial service providers (each a “Third Party Financial Service Provider“), may offer Pro the capability to issue debit cards to the Pro Users (“Workiz Cards“). By utilizing the debit card services, Pro hereby expressly authorizes Workiz and the Third Party Financial Service Provider to initiate direct debits from Pro’s account for any amounts due and payable by Pro. Pro acknowledges and agrees to the terms outlined above, understanding that these provisions are necessary for the continued offering of the debit card services through Workiz in partnership with the Third Party Financial Service Provider.

14.8.2. The Workiz Card may be used for business-related purchases and expenses only. The Workiz Card may not be used for: (a) personal, non-business transactions; (b) cash withdrawals; (c) illegal transactions; or (d) purchases of restricted items, including but not limited to alcohol, tobacco, and gambling products. Workiz reserves the right to monitor transactions for compliance with these restrictions.

14.8.3. Workiz shall charge Pro the fees associated with the Workiz Card as provided by Workiz from time to time, including but not limited to issuance fees, monthly maintenance fees, transaction fees, and penalties for non-compliance. Workiz retains the right to change such fees upon notice to Pro.

14.8.4. The Pro may load funds onto the Workiz Card up to a maximum amount specified by Workiz.

14.8.5. Each Workiz Card has an expiration date as printed on the front or back of the card. Unused funds at expiration will be handled in accordance with applicable law. Workiz Cards may be renewed at Workiz’s discretion, subject to the Pro’s and the applicable Pro Users’ compliance with these terms and conditions.

14.8.6. The Pro must report any lost, stolen, or damaged Workiz Cards immediately to Workiz. A replacement Workiz Card may be issued subject to a replacement fee.

14.8.7. Workiz and the Third Party Financial Services Provider are not responsible for and will not be liable for any stolen, lost, or misused Workiz Cards, or for any fraud committed using the Workiz Card. The use of the Workiz Card is entirely at the Pro’s own risk.

14.8.8. Workiz may terminate the Workiz Card upon thirty (30) days’ written notice to Pro. Upon such termination, any remaining funds on the Workiz Card will be returned to the Pro in accordance with applicable law. Workiz reserves the right to cancel any Workiz Card found to be in violation of these terms and conditions.

14.8.9. Pro agrees to indemnify and hold Workiz, its affiliates, and the Third Party Financial Services Provider harmless against any claims, damages, or expenses arising from the Pro’s or a Pro User’s misuse of the Workiz Card, violation of these terms and conditions, or any unlawful conduct.

14.9. Negative Account Balances. If a Pro’s Account has a negative balance (for example, where Pro provides more refunds than it receives payments from the Consumer and/or where a Pro’s Account is subject to a number of disputed transactions by the Consumer), such negative balance shall constitute a debt owed to Workiz. Accordingly: (a) any payments received to that Pro Account (for example, from future Consumer transactions) will be applied to automatically reduce the balance in the Pro Account; (b) the functionality which enables the processing of refunds through the affected Account may be disabled at any time by Workiz at its sole discretion; (c) Pro may be required by Workiz (upon Workiz’s instructions and in its sole discretion), to address any negative balance through a repayment plan agreement. Workiz may, at its sole discretion, recover any negative balance by means of an ACH debit to a Designated Account in accordance with Section 14.17 (ACH Debit Authorization and Recovery of Amounts Owed), and/or by directly charging the Pro’s bank account and/or credit or debit card held by Workiz on file, for the purposes of covering any negative balance, as appropriate under the circumstances. Pro acknowledges and agrees that it is a condition of Pro being granted rights to use Payment Processing Services that Pro shall enter into a repayment plan agreement with Workiz if such a plan is deemed necessary by Workiz. If Pro does not enter into such a plan or fails to meet the repayment schedule in the applicable repayment plan, Workiz may terminate Pro’s Account and/or take other appropriate actions as Workiz deems necessary in accordance with applicable law.

14.10. Payment Disputes. As between Pro and the Consumer, all payment disputes between Pro and the Consumer arising in connection with Pro’s use of WorkizPay or the Payment Processing Services are between Pro and such particular Consumer and not between Pro and Workiz or Workiz and the Consumer. Workiz shall not be liable or responsible in any way whatsoever for any payment dispute between Pro and any third party that uses the Payment Processing Services feature to process payments. Pro shall indemnify, defend, and hold Workiz harmless for any costs, damages, claims, losses, expenses, liabilities incurred by Workiz in connection with any payment dispute arising between Pro and any Consumer or other third party.

14.11. Payment Processing Services Disclaimer and Limitation of Liability. The Payment Processing Services are provided on an ‘as is’ and ‘as available’ basis without any warranties, either express, implied or statutory. To the maximum extent permitted by law, Workiz shall not be responsible and disclaims all liability for Pro and Consumers’ acts, omissions or use of the Payment Processing Services. Without derogating from the foregoing, Workiz is not responsible for, and expressly disclaims all damages, whether direct and indirect, incidental, consequential, special or other damages in connection with (i) any technical issues, errors, unavailability or failures, losses, damages, loss of data, lost profits or other losses or claims originating from or arising in connection with the Payment Processor’s platform; (ii) any unauthorized access, hacking, tampering with or to your account or the services provided by the Payment Processor by third parties; or (iii) any software, bugs, viruses, Trojan horses, or other harmful and malicious code that may be transmitted via the Payment Processor’s platform.

14.12. Fees and Fines. Pro agrees to pay the applicable fees and taxes for processing which apply to the processing of any transactions using WorkizPay and/or Payment Processing Services. In addition to the fees, Pro is responsible for any penalties and fines imposed on Pro or on Workiz by any bank, money services business, payment network, financial institution, or other financial intermediary resulting from Pro’s use of WorkizPay and the Payment Processing Services in a manner not permitted by this Agreement or by such financial intermediary’s rules and regulations.

14.13. Chargeback Requests. Pro understands and acknowledges that Pro is not entitled to claim any refund from the Payment Processor for any reason whatsoever, including, without limitation, for a claim that the Pro’s subscription has been cancelled or a Pro’s claim of either a fraudulent charge, that the product is unacceptable, that the product has not been received, that credit has not been processed, or otherwise. Workiz shall not be responsible or liable for any refund or other claim made by Pro to the Payment Processor in this regard.

14.14. Third party-faciliated loans.

14.14.1. Loan Program Agreements. If a Pro decides to make third-party-facilitated loan products available to the Consumer, Pro shall first enter into a direct agreement with the third-party provider (“Loan Program Agreement”). It is the Pro’s responsibility to execute the Loan Program Agreement and in no event shall Workiz be responsible or liable with respect to the Loan Program Agreement or the provision of any third-party-facilitated loan product whatsoever. Pro represents, warrants and covenants that it shall not promote any third-party-facilitated loan products to the Consumer through the Services, unless it has executed and complies with the Loan Program Agreement. Pro acknowledges and agrees that the third-party provider has the right to refuse to sign a Loan Program Agreement for any reason in its sole and absolute discretion.

14.14.2. Assistance. Pro acknowledges and agrees that Workiz will not assist the Consumer in filling out any applications for third-party-facilitated loans and cannot accept or receive compensation directly from Pro or any of the Consumer for assisting with an application for any third-party-facilitated loan. To the extent applicable, Pro shall not assist, nor cause any of its healthcare Consumers to assist, any applicant in the completion or submission of a credit or loan application (except to the extent required to provide a reasonable accommodation with respect to any disability). Pro shall provide any written or electronic notice required under applicable state law to any patient seeking to establish a credit or loan, as instructed by Workiz or the third-party provider. Pro shall comply, and shall not inhibit any healthcare professional from complying, with any patient credit laws regulating the practices of medical providers arranging for credit transactions, including but not limited to Cal. Bus. and Prof. Code § 654.3. Pro shall not inhibit healthcare Consumers from complying with Medicare, Medicaid, and any other state or federal law, regulation, guidance document, manual provision, program memorandum, opinion letter, or other issuance which regulates patient or program billing for charges. All marketing or promotional functions conducted by Pro shall be structured to comply with HIPAA.

14.14.3. Subject to the terms of this Agreement and any other applicable terms and laws, Pro may make available the third-party facilitated loan products to Consumers by text message, email, interface results, at point of sale or other methods.

14.14.4. Pro expressly confirms, agrees and consents to Workiz providing certain data of Pro to third-party providers through the Services to facilitate loan applications for the third-party facilitated loan products.

14.14.5. Text Messaging. Pro represents, warrants and covenants that all communications with Consumers that occur via a text message to a cellular telephone via the Services will be made in compliance with the TCPA, the TSR and any state laws regulating the initiation of marketing and/or autodialed calls or text messages. Without limiting the foregoing, with regard to any text message that references in any manner, either explicitly or implicitly, any third-party loan provider or any third-party loan provider-facilitated loan product, Pro represents, warrants and covenants that:

(a) Pro shall send messages only to recipients who have provided their prior express written consent, as that term is defined in at 47 C.F.R. § 64.1200(f)(8), (“PEWC”) to receive autodialed, promotional text messages from any third-party loan provider. For the avoidance of doubt, such PEWC may only be obtained from a person in a manner that is completely voluntary wherein the individual specifically “opts-in” or requests to receive autodialed marketing communications from any third-party loan provider. Pro agrees that no form of PEWC in association with the promotional Services provided using any third-party loan provider’s technology may be utilized until it has been approved in writing by the third-party loan provider. If PEWC is to be obtained electronically, it must be preceded by a valid consent to receive electronic disclosures obtained in accordance with the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7101 et seq. Further, Pro shall refrain from sending more than a single verification text message to a particular consumer after PEWC has been obtained until such consumer has confirmed his or her consent by affirmatively responding to such single verification text message, such process being commonly referred to as a “double opt-in”;

(b) Pro shall immediately honor any request by Consumers to not be contacted through an automated means and/or to not be contacted by the third-party loan provider, including any text message received by Pro or the Service from a consumer containing the term “Stop” or any similar term or terms that might reasonably evidence a consumer’s desire to not receive further communications relating to the third-party loan provider or any third-party loan provider-facilitated loan products, and to communicate such request to the third-party loan provider, including the name and telephone number of the individual making such request, no later than one business day following the date of such request;

(c) Pro shall ensure the telephone number to be contacted does not appear on the federal do-not-call registry, any applicable state do-not-call registry, or the third-party loan provider’s and the applicable Pro’s company-specific do-not-call list (each a “DNC List”). Any number appearing on a DNC List must not be contacted if such Communication relates in any manner to the any third-party loan provider-facilitated loan products absent the prior written approval of the third-party loan provider; and

(d) Pro shall send text messages only between the hours of 8:00 AM and 9:00 PM local time at the recipient’s location.

14.14.6. Pro further agrees that the content of any text message that references any third-party loan provider or any third-party loan provider-facilitated loan products in any manner, either implicitly or explicitly, shall require the prior written approval of the third-party loan provider. The third-party loan provider reserves the right to refrain from sending any or all text messages, including text messages to specific telephone numbers in relation to the third-party loan provider-facilitated loans.

14.14.7. Email. Pro represents, warrants and covenants that all communications with Consumers that occur via email will be made in compliance with CAN-SPAM and any applicable state laws regulating the initiation of email messages to consumers. Without limiting the foregoing, with regard to any email message that references in any manner, either explicitly or implicitly, Pro represents, warrants and covenants to:

(a) Clearly and conspicuously include in each commercial electronic mail message either a functioning return electronic mail address or other Internet-based mechanism that permits the recipient to opt-out of future commercial electronic mail messages. Such return address or mechanism must remain capable of receiving an opt-out for no less than 30 days after the transmission of the original message;

(b) Honor any such opt-out in no more than 10 business days;

(c) Refrain from sharing, in any manner, any electronic email address that has submitted an opt-out, other than for purposes of complying with CAN-SPAM;

(d) Clearly and conspicuously identify any commercial electronic mail message as an advertisement or solicitation unless the recipient has previously provided affirmative consent to receive commercial electronic messages from third-party loan provider;

(e) Refrain from sending any email that contains or is accompanied by header information, as that term is defined in 15 U.S.C. § 7702, that is false or misleading;

(f) Include a valid physical postal address of third-party loan provider, Workiz and/or the Pro;

(g) Refrain from sending any such message without the prior written approval of a third-party loan provider.

14.14.8. Pro further agrees that the content of any email message that references a third-party loan provider or any third-party loan provider-facilitated loan product in any manner, either implicitly or explicitly, is subject to the prior written approval of the applicable third-party loan provider.

14.14.9. Pro acknowledges that Workiz cannot answer questions from Pro and/or Consumers about any promoted credit program and all such questions shall be referred directly to third-party loan providers.

14.14.10. third-party loan provider and/or Workiz may, at its sole discretion notify Pro if such Pro no longer has the right to make available third-party loan provider-facilitated loan products, and upon which time Workiz may, remove such Pro’s access to third-party loan provider’s technology through the Services, without any further liability to Pro.

14.14.11. Pro acknowledges and agrees that third-party loan providers may modify third-party loan provider’s technology at any time, in order to comply with applicable law or as may be necessary to accommodate industry specific requirements of the Pro. In addition, third-party loan providers reserve the right to refuse to offer or to cease offering third-party loan provider’s technology to Pro or third-party loan provider-facilitated loan products to Consumers of any U.S. state, region or territory as may be necessary to comply with applicable law. Workiz assumes no responsibility or liability with respect to the foregoing.

14.14.12. Workiz makes no representations or warranties of any kind, whether express, implied, or statutory, including any warranties or conditions of non-infringement, merchantability, or fitness for a particular purpose with respect to third-party loan provider’s technology, any Loan Program Agreement or any other services provided by third-party loan provider hereunder and shall have no responsibility or liability with respect to the foregoing. Pro shall fully indemnify, defend and hold Workiz harmless for any claim with respect to the foregoing. For clarity, under no circumstance, will Workiz be responsible or liable whatsoever for any dispute, outstanding amounts, refunds or any matter with respect to the Loan Program Agreement and/or any other services provided by third-party loan provider and Pro shall fully indemnify Workiz for any claim with respect to the foregoing.

14.15. Debt Collection Services. Workiz may use a third party debt collection service to recover any outstanding amounts owned by the Pro to Workiz. If a debt is recovered from a Pro through such a third-party provider, such a third-party service provider may charge a commission based on the recovered amount. Pro is fully liable and responsible to pay all commissions charged by the debt collection provider and Workiz shall not be held liable for the foregoing and Pro may not be entitled to recover such amounts from Workiz in any circumstances.

14.16. Card reader / POI device security.

14.16.1. Custody and Responsibility. Where Workiz or a Payment Processor issues, provisions, or makes available to Pro any card reader or other point-of-interaction device used to accept or process payments (each, a "POI Device"), Pro shall promptly inspect each POI Device upon receipt and before first use for visible tampering or damage. Following receipt, and subject to Pro's prompt inspection and reporting obligations under this Section 14.16, Pro assumes full responsibility, from the time of receipt, for the physical custody, security, safekeeping, and proper use of each POI Device in its possession or control. As between Workiz and Pro, Pro is solely responsible and liable for all activity conducted through, and all access to, each POI Device assigned to Pro's Account; provided, however, that Pro shall not be responsible under this Section 14.16.1 for any tampering or damage that occurred prior to Pro's receipt of the applicable POI Device and that is reported to Workiz in accordance with Section 14.16.4 prior to the POI Device being first placed into use.

14.16.2. Periodic Inspection. Pro shall perform a visual inspection of each POI Device in its possession or control no less frequently than once per calendar month (and at any other time reasonably requested by Workiz) to detect tampering or unauthorized substitution. Each inspection shall, at a minimum: (a) verify that the device serial number physically displayed on the POI Device matches the serial number registered for that device in the Workiz dashboard or platform records; and (b) check for signs of tampering or modification, including without limitation skimmers, added sleeves or overlays on the card slot, broken or altered seals, unauthorized wires or attachments, casing damage, evidence of prying or extra adhesive, and unusual functionality such as difficulty inserting or tapping cards or unexpected device rebooting. Pro shall, upon Workiz's request and through Workiz's designated process, submit an inspection attestation confirming that the device serial number matches Workiz's records and that no visible tampering is present.

14.16.3. Prohibited Acts. Pro shall not sell, swap, loan, lease, transfer, sublicense, share, or otherwise provide any POI Device to any third party, and shall not modify, alter, disassemble, or tamper with any POI Device. Only POI Devices registered to Pro's Account within the Service may be used to initiate or process transactions. Pro shall not use, or permit the use of, any POI Device that is not so registered, or that displays any tamper, security, or device-integrity warning.

14.16.4. Mandatory Reporting. Pro shall, and shall ensure that its Pro Users, immediately cease using any affected POI Device and notify Workiz Support within twenty-four (24) hours of becoming aware that a POI Device: (a) is lost, stolen, or missing; (b) is suspected of having been tampered with, substituted, or otherwise compromised; (c) displays a "Tamper," "Security," "Blocked," or similar error or warning message; or (d) exhibits any serial-number discrepancy or other irregularity identified during an inspection or otherwise.

14.16.5. Workiz Audit and Remediation Rights. Workiz reserves the right, at any time and in its sole discretion, to: (a) conduct audits or spot checks of Pro's POI Device inventory and inspection records; (b) request inspection attestations or other evidence of compliance with this Section; (c) conduct remote or onsite inspections, including by telephone, email, or web meeting, to verify the status of any POI Device assigned to an active Account, particularly where Workiz detects abusive, fraudulent, or suspicious activity or inconsistencies between Pro's submitted records and Workiz's master inventory; and (d) suspend, disable, deactivate, revoke the credentials of, or require the return or replacement of any POI Device, and/or suspend Pro's payment-processing privileges, in each case as Workiz deems necessary to protect the security or integrity of the Service, the Payment Processing Services, or any party. Pro shall fully and promptly cooperate with any Workiz or Payment Processor investigation, deactivation, replacement, or remediation procedure.

14.16.6. Allocation of Liability. Except to the extent arising solely from tampering with, or damage to, the applicable POI Device that occurred prior to Pro's receipt thereof and that was timely reported to Workiz in accordance with Section 14.16.4 prior to the POI Device being first placed into service, Pro shall be solely responsible and liable for, and shall indemnify and hold harmless Workiz and all Workiz Affiliates (and the applicable Payment Processor) from and against, any and all losses, damages, costs, expenses, chargebacks, fraud losses, fines, penalties, assessments, and liabilities (including those imposed by any bank, payment network, financial institution, or under PCI DSS) arising out of or relating to Pro's failure to comply with this Section, including any failure to inspect, report, safeguard, or properly use a POI Device. Failure to provide proof of inspection upon request, or any breach of this Section, may result in suspension or termination of Pro's payment-processing privileges in accordance with this Agreement.

14.17. ACH debit authorization and recovery of amounts owed.

14.17.1. Authorization. Pro hereby authorizes Workiz, its Affiliates, and its Payment Processors (Stripe and Adyen) to initiate one or more electronic debit entries via the Automated Clearing House (ACH) network (or any equivalent electronic funds transfer or bank-debit mechanism) to any bank account, deposit account, or other external account that Pro has provided, linked, maintains, or later designates or updates in connection with the Account or the Payment Processing Services (each, a "Designated Account"), and to debit such Designated Account for the amounts described in Section 14.17.2. Pro further authorizes Workiz and its Payment Processors to initiate credit entries or reversing entries to a Designated Account as necessary to correct any erroneous debit. This authorization supplements, and does not limit, any other right of Workiz to charge Pro's bank account or credit or debit card on file, including under Section 14.4 (Reserve Accounts) and Section 14.9 (Negative Account Balances). Pro acknowledges that Workiz may also require Pro to execute a separate ACH debit authorization form with respect to one or more Designated Accounts. Any such executed form supplements, and does not limit or supersede, the authorization granted in this Section 14.17; in the event of any conflict, the broader authorization shall apply to the extent permitted by the NACHA Operating Rules and applicable Law. The authorization in this Section 14.17 shall continue to apply to any Designated Account for which a separate form has not been executed, and to any replacement or updated account.

14.17.2. Covered Amounts. The foregoing authorization applies to any and all amounts owed by Pro to Workiz, a Workiz Affiliate, or a Payment Processor, or required to restore, fund, or maintain Pro's platform or processing balance, including without limitation: negative balances; refunds, chargebacks, disputes, returns, and reversals (and related fees); processor fees and payment-network fees; fraud losses; Reserve Account funding obligations; Fees and Feature Specific Fees; taxes; fines, penalties, and assessments; and any other amounts due under this Agreement.

14.17.3. Continuing Authorization; Updated Accounts. This authorization is a continuing authorization that remains in full force and effect for any Designated Account from time to time, including any replacement, substitute, or updated bank account, until revoked in accordance with Section 14.17.7. If Pro provides or links a new or updated Designated Account, this authorization automatically extends to that account. This authorization is intended to satisfy applicable authorization requirements of the National Automated Clearing House Association (NACHA) Operating Rules. Pro agrees that its acceptance of this Agreement shall constitute written authorization for ACH debits to such Designated Account as contemplated herein.

14.17.4. Timing and Amount. Debits may be initiated on or after the date any covered amount becomes due or is incurred, and may be initiated on a one-time or recurring basis. The amount of any debit may vary depending on the outstanding obligation at the time of the debit. Where required by applicable Law or the NACHA Operating Rules, Workiz or the applicable Payment Processor will provide any notice of variable or recurring debits in the manner and within the timeframes required.

14.17.5. Insufficient Funds; Failed Debits. Pro shall maintain at least one valid Designated Account and sufficient available funds to satisfy amounts due. If any debit is returned, rejected, or fails for insufficient funds or any other reason, Workiz and the applicable Payment Processor may reattempt the debit one or more times, in whole or in part, as permitted by the NACHA Operating Rules and applicable Law. Pro shall be responsible for any returned-item, insufficient-funds, or similar fees charged by Pro's bank, and any unpaid amount shall continue to accrue interest in accordance with Section 13.5.

14.17.6. Other Recovery Rights. The authorization in this Section is in addition to, and not in lieu of, Workiz's other rights and remedies. Workiz may, in its sole discretion and to the extent permitted by applicable Law, offset, withhold, or recoup amounts owed against any funds, payouts, or balances otherwise due to Pro; delay, suspend, or withhold payouts; establish or increase a Reserve Account; charge any credit or debit card on file; engage debt collection services in accordance with Section 14.15; and/or suspend or terminate the Payment Processing Services or this Agreement in accordance with Sections 18.3 and 18.5. Pro remains liable for any deficiency not recovered through any of the foregoing methods.

14.17.7. Revocation. Pro may revoke this ACH debit authorization by providing written notice to Workiz at billing@workiz.com, and such revocation shall, to the extent permitted by applicable law, become effective only on a prospective basis and only after Workiz and its Payment Processors have had a reasonable opportunity to act on it (and, in any event, not less than ten (10) business days, or such longer period as may be required under the NACHA Operating Rules, after Workiz's actual receipt of the notice). Revocation does not relieve Pro of, reduce, or otherwise affect, any amounts already owed or any obligation that has accrued or that arises from transactions, refunds, chargebacks, disputes, reversals, fees, or losses initiated or incurred prior to the effective date of revocation, and Workiz and its Payment Processors may continue to pursue and recover such amounts through any other lawful means, including offset, charging any card or account on file, drawing on any Reserve Account, and debt collection in accordance with this Agreement. Following revocation, Pro shall, within five (5) business days of the effective date of revocation, designate and authorize a commercially reasonable alternative payment method sufficient to satisfy Pro's then-outstanding and ongoing obligations under this Agreement. Pro acknowledges and agrees that revocation of this authorization, the failure to designate a commercially reasonable alternative payment method within the foregoing period, or the failure to maintain a valid Designated Account with sufficient funds, shall each constitute grounds for Workiz, in its sole discretion and without liability, to immediately suspend or terminate the Payment Processing Services and/or this Agreement, withhold or delay payouts, increase or establish a Reserve Account, and/or exercise any other right or remedy available under this Agreement or applicable Law.

14.17.8. Maintenance of Account Information. Pro shall keep its Designated Account and billing information complete, accurate, and current at all times, and shall promptly update such information through the Service or by notifying Workiz of any change.

15. Disclaimers

15.1. THE SERVICE, ANY WORKIZ CONTENT, AND ANY THIRD PARTY CONTENT AND THIRD PARTY SERVICES ARE PROVIDED AND MADE AVAILABLE TO PRO ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY WORKIZ AND ITS LICENSORS AND SUPPLIERS.

15.2. PRO AGREES THAT WORKIZ WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF WORKIZ’S OR SERVICE-RELATED SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.

15.3. IN ADDITION, NEITHER WORKIZ NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION:

(A) REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE SERVICE, WORKIZ CONTENT, THIRD PARTY SERVICES, OR THIRD PARTY CONTENT;

(B) THAT PRO’S USE OF, OR RELIANCE UPON, THE SERVICE, WORKIZ CONTENT, THIRD PARTY SERVICES, OR THIRD PARTY CONTENT WILL MEET ANY REQUIREMENTS OR EXPECTATIONS;

(C) THAT THE SERVICE, WORKIZ CONTENT, THIRD PARTY SERVICES, OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED; OR

(D) REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS.

16. Limitation of liability

16.1. IN NO EVENT SHALL WORKIZ, ANY WORKIZ AFFILIATE, OR ANY OF THEIR RESPECTIVE LICENSORS OR SUPPLIERS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT FOR:(A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;(B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS;(C) ANY LOSS OF, THEFT OF, OR DAMAGE TO, PRO CONTENT, DATA, NETWORKS, HARDWARE, REPUTATION, OR GOODWILL; AND/OR(D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

16.2. THE COMBINED AGGREGATE LIABILITY OF WORKIZ AND ALL WORKIZ AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY OR ON BEHALF OF PRO (IF ANY) TO WORKIZ OR A WORKIZ AFFILIATE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY.

16.3. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF WORKIZ OR A WORKIZ AFFILIATE HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STATUTORY BREACH, STRICT LIABILITY, CONTRACT OR TORT.

16.4. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY PRO AFTER THE EARLIER OF: (A) 12 MONTHS AFTER THE DATE ON WHICH PRO BECOMES AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE LAW.

17. Indemnification

If any third party (including, but not limited to, a regulatory or governmental authority) brings any kind of demand, claim, suit, action or proceeding against Workiz, a Workiz Affiliate, and/or any of their respective directors, officers, employees, or representatives (each, an “Indemnitee”), and it is based upon or arises from:

(a) Pro’s use of the Service and/or any Third Party Service;

(b) Pro’s breach of any provision of this Agreement;

(c) any demand, claim, suit, action, or proceeding brought by, or loss or damage incurred or suffered by, any Free User, Pro User, or client of Pro;

(d) any privacy, tort, or other claims, including claims under the Telephone Consumer Protection Act (TCPA) or any state law equivalents, arising from Pro’s provision of a telephone number that is not owned by Pro, and/or Pro’s failure to notify Workiz of any changes to Pro’s mobile telephone number, or arising from Pro’s breach of Section 5.3 (Pro Content – Communications), including any failure to obtain or maintain legally required consent for text messages, calls, or emails sent through the Service (for the avoidance of doubt, without limiting the generality of subsection (b) above);

(e) any violation or breach by Pro, its customers, or any of its users of the terms and conditions, policies, or requirements imposed by the Payment Processor;

(f) any access to or use of the Service or Account by any third party authorized by Pro (including, where Pro is a Franchisee, its Franchisor);

(g) where Pro is a Franchisor, its or its personnel’s or service providers’ access to or use of any Linked Account or Franchise Data, or its breach of Section 2A.9 (Franchisor Obligations); and/or

(h) any dispute between a Franchisor and a Franchisee, including any dispute relating to Franchise Data, Franchise Controls or a Transition under Section 2A.6(b).

(each of the foregoing, an “Indemnity Claim“) then, upon written request by Workiz (to be decided in its sole discretion), Pro agrees to assume full control of the defense and settlement of the Indemnity Claim; provided, however, that (c) Workiz reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Indemnity Claim, and in such cases Pro agrees to reasonably cooperate with Workiz’s defense activities at Pro’s own cost and expense; and (d) Pro shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s). In addition, and regardless of whether (or the extent to which) Pro controlled or participated in the defense and/or settlement of an Indemnity Claim, Pro agrees to indemnify and hold harmless the Indemnitee(s) for and against: (e) any costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnitee(s) in the defense of the Indemnity Claim; and (f) any amounts awarded against, or imposed upon, the Indemnitee(s) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including without limitation any fines or penalties).

18. Term and termination

18.1. Term. Unless otherwise specified in a Sales Order, this Agreement commences on the commencement date of Your Subscription (as specified in the Sales Order) and shall continue in full force and effect for a period of twelve (12) months (“Initial Term”). Following the Initial Term, this Agreement shall automatically renew for successive twelve (12) month periods (each a “Renewal Term” and together with the Initial Term, the “Term”), unless either Party notifies the other Party in writing, no less than thirty (30) days prior to the expiration of the then-current term, of its intention not to renew this Agreement. At the commencement of each Renewal Term, Pro shall pay all Fees with respect to such Renewal Term in accordance with this Agreement, which are non-refundable.

18.2. Termination by Workiz for Convenience. Workiz reserves the right to terminate this Agreement for convenience, at any time, and without notice or obligation to Pro, and Pro agrees that Workiz shall have no liability to Pro for any such termination; provided, however, that if terminated, then Workiz shall refund to Pro a pro-rated amount of any pre-paid and unused Fees based on the remainder of the Term.

18.3. Termination by Workiz for Cause. Workiz may terminate this Agreement immediately upon notice to Pro (which may be via email or via the functionality of the Service): (a) if Pro commits a material breach under this Agreement (and default of any payment obligations shall be deemed a material breach); and/or (b) upon the occurrence of any of the following events in respect of Pro: (i) a receiver is appointed for Pro, which appointment is not dismissed within sixty (60) days; (ii) Pro makes a general assignment for the benefit of its creditors; (iii) Pro commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief Law, which proceedings are not dismissed within sixty (60) days; or (iv) Pro is liquidating, dissolving or ceasing normal business operations.

18.4. Termination by Pro. Pro may terminate this Agreement for convenience or for any other reason, at any time, by sending a termination notice to support@workiz.com, in which case termination will take effect at the end of the then-current Term, and Pro will not be charged for the subsequent Term. For the avoidance of doubt, any pre-paid Fees will not be refunded and all amounts under the original Term and Agreement will remain due. If Pro objects to any provision of this Agreement or becomes dissatisfied with the Service in any way, Pro agrees that its sole remedy, and Workiz’s sole liability, is for Pro to terminate this Agreement as aforementioned. Notwithstanding anything to the contrary, Pro shall not have the right to terminate this Agreement unless and until any and all outstanding debt, Fees and charges owed by Pro to Workiz, Adyen, or any other third-party loan facilitators in connection with the Services have been fully satisfied and paid in full. In a Franchise Network, termination and non-renewal rights are also subject to Section 2A.7 (Fees and Payment Responsibility in Franchise Networks).

18.5. Suspension. Workiz reserves the right to temporarily suspend provision of the Service: (a) if Pro is seven (7) days or more overdue on a payment; (b) if Workiz deems such suspension necessary as a result of Pro’s breach of the Subscription (such as a breach under Section 3.3 (Restrictions)); (c) if Workiz reasonably determines suspension is necessary to avoid material harm to Workiz, to its other customers, or to the Service, including if the Service’s cloud infrastructure is experiencing denial of service attacks or other attacks or disruptions outside of Workiz’s control, or (d) as required by law or at the request of governmental entities.

19. Consequences of termination; survival

Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities that accrued as of the effective date of termination. Upon termination of this Agreement: (a) the Subscription will automatically terminate and be deemed revoked, and Pro will immediately lose all access to and use of the Service; (b) Pro’s Account (and related Pro User access credentials) shall be terminated, and Pro shall be responsible for download or backing up any Pro Content, and Workiz may permanently delete Pro’s Pro Content from Workiz’s databases and servers hosting the Service, except during any Preservation Period under Section 2A.6(b) or as required by Law; and (c) Pro shall promptly pay any unpaid amounts that are outstanding as of termination. Sections 2A.6 (Franchise Data and Transitions), 2A.8 (Conflicting Instructions), 2A.9 (Franchisor Obligations), 2A.10 (Franchisee Responsibilities), 2A.11 (Workiz’s Role), ‎12 (Ownership and Licenses) and ‎15 (Disclaimers) through ‎21 (General) inclusive, as well as any other provision which is intended to survive termination of this Agreement, shall survive termination.

20. Governing law and dispute resolution

This Agreement (including its validity) shall be governed by, and construed in accordance with, the laws of the State of California, without regard to any conflicts of laws, rules or principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply to this Agreement and are hereby disclaimed. Any claim, dispute or controversy under, or otherwise in connection with, this Agreement (a “Dispute”) shall be subject to the exclusive jurisdiction and venue of the courts located in San Diego County, California. Pro hereby irrevocably and unconditionally submits to the personal jurisdiction of such courts and waives any jurisdictional, improper venue, inconvenient forum, or other objections to such jurisdiction and venue. Notwithstanding the foregoing, Workiz reserves the right to seek equitable relief in any court worldwide of competent jurisdiction. Furthermore, the parties hereby irrevocably and unconditionally waive the right to litigate such Disputes in court before a jury.

21. General

21.1. Entire Agreement. This Agreement represents the entire agreement between Workiz and Pro with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between Pro and Workiz with respect to such subject matter. Pro acknowledges and agrees that in entering into this Agreement it has not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement, such as statements and explanations in any FAQs, summaries or explanatory guides regarding this Agreement, or other marketing material on the Site. To the extent of any conflict or inconsistency between these terms and conditions on the one hand, and the Sales Order on the other hand, the former shall prevail (unless the Sales Order expressly overrides a provision herein). An obligation in a Franchise Sales Order binds a Franchisee only as set out in Section 2A.7(b). Any reference in a Sales Order to Workiz’s “Terms of Use”, “General Terms of Use”, “General Terms”, “Terms of Service” or “Terms and Conditions”, or to any current or prior web address for them (including https://www.workiz.com/terms-service/), is a reference to this Agreement as posted at https://www.workiz.com/terms-and-conditions/ and as updated from time to time in accordance with its terms.

21.2. Language; Electronic Contract. The language of this Agreement is expressly agreed to be the English language. By entering into the Agreement, Pro hereby irrevocably waives, to the maximum extent legally permitted, any Law applicable to Pro requiring that the Agreement be localized to meet Pro’s language (as well as any other localization requirements), or requiring an original (non-electronic) signature or delivery or retention of non-electronic records. Workiz may be able (but is not obligated) to provide Pro with copies of this Agreement on written request; however, please be sure to print a copy of this Agreement for Pro’s own records.

21.3. Workiz Affiliates. At Workiz’s sole discretion, any Workiz obligation hereunder may be performed (in whole or in part), and any Workiz right or remedy may be exercised (in whole or in part), by a Workiz Affiliate. Without limiting the generality of the foregoing, Workiz may assign its right to invoice and receive payments under this Agreement to a Workiz Affiliate.

21.4. Assignment. Workiz may assign this Agreement (or any of its rights and/or obligations hereunder) without Pro’s consent, and without notice or obligation to Pro. This Agreement is personal to Pro, and Pro shall not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without Workiz’s express prior written consent, which, for a transfer of a Linked Account under Section 2A.6(c). Any prohibited assignment shall be null and void.

21.5. GDPR. Pro hereby represents and warrants that it will: (i) provide all appropriate notices, (ii) obtain all required informed consents and/or have any and all ongoing legal bases, and (iii) comply at all times with any and all applicable privacy and data protection Laws (including, without limitation, the EU General Data Protection Regulation (“GDPR”)), for allowing Workiz to use and process Pro Content in accordance with this Agreement (including, without limitation, the provision of such Pro Content to Workiz (or access thereto) and the transfer of such Pro Content by Workiz to its Affiliates, and subcontractors, including transfers outside of the European Economic Area), for the provision of the Service and the performance of this Agreement. To the extent that Pro needs a data processing agreement, Pro shall download Workiz’s Data Processing Agreement (“DPA”) available on the Site and return it signed to Workiz as described therein. In the event Pro fails to comply with any data protection or privacy Law (such as the GDPR) and/or any provision of the DPA, and/or fails to return an executed version of the DPA to Workiz, then: (a) to the maximum extent permitted by Law, Pro shall be solely and fully responsible and liable for any such breach, violation, infringement, and/or processing of personal data without a DPA by Workiz and/or its Affiliates (including, without limitation, their respective employees, officers, directors, subcontractors and agents); (b) in the event of any claim of any kind related to any such breach, violation, or infringement, and/or any claim related to processing of personal data without a DPA, Pro shall defend, hold harmless and indemnify Workiz and its Affiliates (including, without limitation, their employees, officers, directors, subcontractors and agents) from and against any and all losses, penalties, fines, damages, liabilities, settlements, costs and expenses, including reasonable attorneys’ fees; and (c) any limitations on, or exclusions of, of Pro’s liability under this Agreement shall not apply in connection with the above subparagraphs (a) and (b).

Pro acknowledges that Workiz may share Pro’s and its Users’ information, including personal data and transaction data, with the Payment Processor and its other payment processing partners as necessary to provide Payment Processing Services, comply with legal obligations, or manage risk. Such sharing will be subject to the privacy policies of the relevant payment processor.

21.6. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) the Parties hereto agree that the court making such determination shall have the power to limit the provision, to delete specific words or phrases, or to replace the provision with a provision that is legal, valid and enforceable and that most closely approximates the original legal intent and economic impact of such provision, and this Agreement shall be enforceable as so modified in respect of such jurisdiction. In the event such court does not exercise the power granted to it as aforesaid, then such provision will be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such illegality, invalidity or unenforceability), and will be substituted (in respect of such jurisdiction) with a valid, legal and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

21.7. Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.

21.8. Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by Pro, emails will be acceptable; for waivers by Workiz, the writing must be duly signed by an authorized representative of Workiz), and shall be valid only in the specific instance in which given.

21.9. Relationship. The relationship of the parties is solely that of independent contractors. Nothing in this Agreement shall be deemed to create any employment, fiduciary, joint venture, agency or other relationship between the parties.

21.10. Notices. Pro agrees that Workiz may send Pro notices by email, via Pro’s Account, by regular mail, and/or via postings on or through the functionality of the Service. Except as stated otherwise in this Agreement or required by Law applicable to Pro, Pro agrees to send all notices to Workiz, to info@workiz.com.

21.11. No Third Party Beneficiaries. Except as otherwise expressly provided in this Agreement (such as Workiz Affiliates), there shall be no third-party beneficiaries of or under this Agreement. No Franchisor is a third-party beneficiary of a Franchisee’s Sales Order, and no Franchisee is a third-party beneficiary of a Franchise Sales Order.

21.12. U.S. Government Rights. The Service is “commercial computer software” and the Documentation is “commercial computer software documentation,” pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. If Pro is an agency, department, employee or other entity of the United States Government, then Pro’s access to and use of the Service shall be subject solely to the terms and conditions of this Agreement.

21.13. Third Party Charges. Pro’s use of the Service may require and utilize an internet connection or data access. To the extent that third party service provider or carrier charges for internet or data usage are applicable, Pro shall be solely responsible and liable for those charges.

21.14. Export Compliance. Pro represents and warrants (on behalf of itself and its Pro Users and Free Users) that: (a) it is not a resident of (or will use the Service in) a country that the U.S. government has embargoed for use of the Service, nor is Pro named on the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable trade sanctioning regulations of any jurisdiction; and (b) its country of residence and/or incorporation (as applicable) is the same as the country specified in the contact and/or billing address provided to us. In the event Pro breaches this Section (in whole or in part), or otherwise violates any Export Control Laws (defined below) in connection with the Service, Pro agrees to indemnify and hold harmless Workiz and all Workiz Affiliates (including their respective directors, officers, and employees) for any fines and/or penalties imposed upon Workiz or an Workiz Affiliate (or such persons) as a result of such breach or violation. “Export Control Laws” means all applicable export and re-export control Laws applicable to Pro and/or Workiz, as well as the United States’ Export Administration Regulations (EAR) maintained by the US Department of Commerce, trade and economic sanctions maintained by the US Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (ITAR) maintained by the US Department of State.