ServiceWorks Customer Terms of Service

1. Agreement and Definitions

These Customer Terms of Service (“Terms”), together with each applicable Order Form, Statement of Work, ServiceWorks Privacy Policy, Data Processing Addendum (if applicable), and any product-specific terms expressly incorporated by reference, form the agreement between ServiceWorks and Customer (collectively, the “Agreement”).

If there is a conflict, the following order of precedence applies unless the applicable document expressly states otherwise: (1) a signed Order Form; (2) a signed Statement of Work; (3) a Data Processing Addendum solely with respect to processing of personal data; (4) product-specific terms; and (5) these Terms.

“Customer,” “you,” or “your” means the person or legal entity identified as the customer in an Order Form, account registration, or billing record.

“ServiceWorks,” “we,” “us,” or “our” means the ServiceWorks contracting entity identified in the applicable Order Form or billing documentation.

“Subscription Service” means the ServiceWorks web platform, SWOpsCenter mobile applications, ServicePanda features, APIs, communications functionality, integrations, and other subscribed software functionality.

“Order Form” means an ordering document, quote, electronic checkout, subscription confirmation, or other ServiceWorks-approved document identifying the products, services, fees, usage limits, and Subscription Term.

“Professional Services” means implementation, onboarding, configuration, training, integration, data migration, consulting, custom development, or similar services provided under an Order Form or Statement of Work.

“Customer Data” means data, content, records, files, communications, images, forms, customer information, job information, inventory information, and other information submitted to or collected through the Subscription Service by or for Customer.

“Authorized User” means Customer’s employee, contractor, representative, or other person authorized by Customer to access the Subscription Service under Customer’s account.

“Third-Party Service” means any non-ServiceWorks product, service, API, payment provider, distributor, manufacturer, accounting system, communications carrier, warranty network, or other third-party service that interoperates with the Subscription Service.

2. Subscription Service

2.1 Access

During the Subscription Term and subject to the Agreement, ServiceWorks grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Subscription Service for Customer’s internal business operations.

2.2 Service Availability

ServiceWorks will use commercially reasonable efforts to make the Subscription Service available, subject to planned maintenance, emergency maintenance, third-party outages, telecommunications failures, internet conditions, force majeure events, and other circumstances outside ServiceWorks’ reasonable control. Unless a separate written service level agreement applies, ServiceWorks does not guarantee uninterrupted availability.

2.3 Product Changes

ServiceWorks may enhance, update, modify, replace, or discontinue features from time to time. We will not intentionally materially reduce the core functionality of a paid Subscription Service during a then-current Subscription Term without providing a commercially reasonable alternative, except where a change is required for security, legal, regulatory, third-party dependency, or technical reasons.

2.4 Support

Support is provided in accordance with Customer’s subscription plan and ServiceWorks’ then-current support practices. Support does not include issues caused by unsupported third-party products, Customer-developed code, unauthorized integrations, improper configuration, or use outside the documentation.

3. Accounts, Authorized Users and Security

Customer is responsible for its Authorized Users, all activity occurring under Customer’s accounts, and maintaining accurate account, billing, and contact information.

• Each Authorized User must use unique credentials unless ServiceWorks expressly supports another authentication method.
• Credentials may not be shared among multiple individuals.
• Customer must promptly disable access for users who are no longer authorized.
• Customer must maintain reasonable password, device, network, and access controls.
• Customer must promptly notify ServiceWorks of suspected unauthorized access, credential compromise, or security incidents affecting its account.

Customer is responsible for ensuring that its Authorized Users comply with the Agreement. Actions taken through Customer’s authenticated account will be treated as authorized by Customer unless Customer has timely reported unauthorized access and the activity is reasonably determined to be unauthorized.

4. Fees, Billing and Taxes

4.1 Fees

Customer will pay all subscription, onboarding, professional services, usage-based, communications, payment-processing, integration, add-on, and other fees identified in the applicable Order Form or otherwise agreed in writing. Usage-based charges may include, where applicable, SMS, voice, email, payment processing, storage, API usage, user counts, transaction volumes, or other metered services.

4.2 Changes in Usage

If Customer adds users, activates additional products or features, exceeds applicable usage limits, or otherwise increases subscribed usage, ServiceWorks may adjust fees in accordance with the Order Form or then-current applicable pricing.

4.3 Payment Authorization

If Customer provides a payment method, Customer authorizes ServiceWorks and its payment providers to charge that payment method for amounts due under the Agreement. Customer must keep billing and payment information current.

4.4 Invoices

Invoice payment terms are stated in the applicable Order Form. If the Order Form does not state payment terms, invoices are due upon receipt. Customer must notify ServiceWorks in writing of a good-faith billing dispute within thirty (30) days after the invoice date and must timely pay all undisputed amounts.

4.5 Taxes

Fees exclude applicable sales, use, excise, value-added, withholding, and similar taxes, duties, or charges. Customer is responsible for such amounts except taxes based on ServiceWorks’ net income. If Customer is legally required to withhold tax from a payment, Customer will provide appropriate documentation and, unless prohibited by law, pay any additional amount necessary for ServiceWorks to receive the invoiced amount.

4.6 Non-Refundable Fees

Except as expressly stated in the Agreement or required by law, fees are non-cancelable and amounts paid are non-refundable. Professional Services fees are non-refundable once services have begun or resources have been committed.

5. Email, SMS, Voice, Robocalls and Call Recording

ServiceWorks may provide tools that allow Customer to send transactional or marketing email, SMS/text messages, automated voice calls, appointment reminders, broadcasts, technician-status notifications, service updates, payment messages, or other communications (“Communications Services”).

Customer agrees that it will:

• comply with all laws applicable to email, telephone calls, text messages, automated dialing, prerecorded or artificial voice messages, marketing, and telemarketing;
• obtain all required prior consent before sending messages or placing calls;
• honor opt-out, STOP, unsubscribe, revocation, and do-not-contact requests promptly;
• not use misleading caller ID information, sender information, message headers, or subject lines;
• not send unlawful, deceptive, abusive, fraudulent, harassing, or unsolicited communications;
• comply with carrier, messaging provider, A2P registration, number-registration, and acceptable-use requirements applicable to Customer’s communications;
• maintain records reasonably sufficient to demonstrate consent when consent is required; and
• ensure that message templates, dynamic tokens, links, attachments and recipient data are accurate and lawful.

5.1 Call Recording and Transcription

If Customer enables call recording, transcription, call intelligence, or similar features, Customer is solely responsible for determining whether notice or consent is legally required and for obtaining all required consent before recording or transcribing any call. Customer will configure and use such features in compliance with all applicable federal, state, local, and international laws.

5.2 Communications Providers

Communications Services may depend on third-party carriers, messaging aggregators, telephone providers, spam filters, mobile networks, and other providers. Delivery is not guaranteed. ServiceWorks may block, throttle, suspend, or restrict communications when reasonably necessary to prevent abuse, comply with law, satisfy provider requirements, protect reputation, or preserve service availability.

6. Payment Processing and SWiP

ServiceWorks may provide payment functionality through SWiP and/or integrations with third-party payment processors. Payment services may be subject to separate merchant, processor, underwriting, network, bank, or payment-provider terms. If separate payment terms conflict with these Terms regarding payment processing, the payment-specific terms control for that service.

6.1 Merchant Responsibilities

Customer is responsible for:

• the legality and accuracy of amounts charged to its customers;
• obtaining authorization for transactions and card-on-file usage;
• refunds, returns, disputes, chargebacks, reversals, and customer-service obligations relating to Customer’s goods and services;
• complying with applicable card-network rules, acquiring-bank requirements, processor terms, and payment laws;
• maintaining any required PCI DSS compliance or validation applicable to Customer’s environment; and
• using only approved ServiceWorks or payment-provider interfaces for payment account data.

6.2 Payment Data

Customer must not enter full payment-card numbers, card verification values, bank credentials, or other restricted payment data into ordinary ServiceWorks notes, custom fields, messages, attachments, forms, or other fields not specifically designated by ServiceWorks for secure payment processing.

6.3 Processing Availability

Payment authorization and settlement are subject to third-party networks, processors, banks, fraud controls, and applicable law. ServiceWorks does not guarantee that any payment transaction will be authorized, funded, settled, or free from reversal or chargeback.

7. Integrations, Distributor Connections and APIs

The Subscription Service may integrate with accounting systems, payment providers, parts distributors, warranty administrators, manufacturers, communications providers, mapping services, ecommerce platforms, automation platforms, and other Third-Party Services.

Examples may include parts-distributor connections such as Marcone, Encompass, Reliable and Sundberg, payment or accounting providers, and other integrations made available from time to time.

7.1 Customer Authorization

By enabling an integration, Customer authorizes ServiceWorks to exchange Customer Data with the applicable Third-Party Service as reasonably necessary to provide the integration. Customer represents that it has all rights and permissions required to authorize that exchange.

7.2 Third-Party Changes

Third-Party Services are outside ServiceWorks’ control. An integration may become unavailable, limited, delayed, or changed because a provider modifies its API, credentials, pricing, terms, availability, authentication, data, network, or other requirements. ServiceWorks may modify or discontinue an integration when reasonably necessary.

7.3 Purchase Orders and Distributor Transactions

When Customer uses ServiceWorks to create or transmit purchase orders, returns, receiving records, or other distributor transactions, Customer remains responsible for verifying order details, pricing, shipping information, quantities, availability, return eligibility, taxes, and distributor terms. The applicable distributor—not ServiceWorks—is responsible for fulfillment of products it sells.

7.4 APIs

API access is subject to applicable documentation, rate limits, authentication requirements, usage limits, and security requirements. Customer may not use APIs to circumvent subscription limits, security controls, access restrictions, or authorized user requirements.

8. AI Features and ServicePanda

ServiceWorks may provide artificial-intelligence-assisted features, including ServicePanda functionality for analysis, recommendations, summaries, call intelligence, parts-related insights, dashboards, or similar features (“AI Features”).

8.1 AI Outputs Require Human Review

AI-generated or AI-assisted output may be incomplete, inaccurate, outdated, duplicated, or inappropriate for a particular use. Customer is responsible for reviewing AI output before relying on it and for making all operational, financial, employment, safety, warranty, diagnostic, or customer-facing decisions.

8.2 No Professional Advice

AI Features do not provide legal, tax, accounting, employment, medical, engineering, safety, or other regulated professional advice and should not be used as a substitute for qualified professional judgment.

8.3 Inputs and Permissions

Customer may provide Customer Data to AI Features only when Customer has the rights and permissions necessary for such processing. Customer must not intentionally submit data to AI Features that Customer is prohibited from sharing or processing under law, contract, or applicable policy.

8.4 Automated Access to ServiceWorks

Unless ServiceWorks expressly authorizes the activity through a documented API or written permission, Customer may not permit external AI agents, bots, autonomous tools, scrapers, or automated systems to log into, navigate, scrape, interact with, or operate the Subscription Service on behalf of a user.

9. Data Migration, Implementation and Professional Services

Data migration and implementation depend on the quality, completeness, consistency, format, and availability of Customer’s source data and on Customer’s timely participation.

9.1 Customer Responsibilities

Customer will:

• provide complete and authorized source files, credentials, documentation, and business rules;
• retain an independent backup of all source data before migration;
• identify known data issues and special business logic;
• timely review migration findings, mappings, sandbox imports, reconciliations, and production results; and
• provide requested approvals or identify discrepancies during agreed validation periods.

9.2 Transformation and Validation

ServiceWorks may use automated tools, AI-assisted analysis, transformation scripts, manual review, standardized staging templates, and sandbox validation as part of migration. Because source systems and customer business rules vary, ServiceWorks does not warrant that every historical field, relationship, attachment, formatting characteristic, or unsupported data element can be migrated.

9.3 Customer Sign-Off

Customer approval of migration findings, sandbox data, reconciliation, or production deployment confirms that Customer has reviewed the applicable results and authorizes ServiceWorks to proceed to the next migration stage. If Customer later identifies an issue, ServiceWorks will evaluate the issue in accordance with the applicable Statement of Work, support plan, or mutually agreed remediation process.

9.4 Delays

Project dates are estimates unless expressly stated as binding in a signed Statement of Work. ServiceWorks is not responsible for delay caused by incomplete or inaccurate source data, third-party export delays, Customer approval delays, lack of Customer resources, or third-party systems.

10. Customer Data, Privacy and Data Rights

10.1 Ownership

As between Customer and ServiceWorks, Customer retains ownership of Customer Data. Customer grants ServiceWorks and its subprocessors a limited right to host, copy, transmit, display, transform, process, and otherwise use Customer Data only as necessary to provide, secure, support, maintain, and improve the subscribed services, fulfill Customer’s instructions, and comply with law.

10.2 Customer Responsibility for Data

Customer represents that it has all rights, notices, consents, permissions, and lawful bases necessary to collect, upload, use, disclose, transmit, and instruct ServiceWorks to process Customer Data. Customer is responsible for the accuracy, quality, legality, and source of Customer Data.

10.3 Privacy Policy and DPA

ServiceWorks’ collection and use of account and website information is described in its Privacy Policy. Where ServiceWorks processes personal data on Customer’s behalf and applicable law requires a data processing agreement, the parties may enter into ServiceWorks’ then-current Data Processing Addendum.

10.4 Restricted Data

Customer will not use the Subscription Service to process data subject to specialized regulatory regimes unless ServiceWorks has expressly agreed in writing to support such data and any required contractual, technical, or regulatory conditions are in place.

11. Security

ServiceWorks will maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure.

No internet-based or cloud service can guarantee absolute security. Customer remains responsible for security of its devices, networks, credentials, integrations, user permissions, endpoints, and systems outside ServiceWorks’ control.

If Customer becomes aware of unauthorized access to Customer’s account or Customer Data through Customer-controlled credentials, devices, integrations, or systems, Customer must notify ServiceWorks promptly and cooperate in reasonable mitigation steps.

12. Acceptable Use

Customer and its Authorized Users may not:

• use the Subscription Service for unlawful, fraudulent, deceptive, abusive, harassing, defamatory, or infringing activity;
• send spam, unlawful marketing, unlawful robocalls, unlawful texts, or other communications without required permission;
• attempt to gain unauthorized access to any account, system, network, or data;
• probe, scan, test, circumvent, disable, or interfere with security, authentication, rate limits, or access controls;
• reverse engineer, decompile, disassemble, copy, frame, mirror, or create derivative works from the Subscription Service except to the extent such restriction is prohibited by law;
• introduce malware, ransomware, viruses, malicious code, or harmful content;
• use ServiceWorks to store or transmit content that violates third-party intellectual-property, privacy, publicity, or contractual rights;
• resell, sublicense, time-share, or provide the Subscription Service to third parties except as expressly permitted in an Order Form;
• use bots, scrapers, automated agents, or AI agents to access or operate the Service except through expressly authorized APIs or written approval;
• use the Service in a manner that materially degrades or interferes with availability for other customers; or
• use the Subscription Service to develop, train, benchmark, or provide a competing product through unauthorized extraction of ServiceWorks data, screens, workflows, or proprietary content.

13. Intellectual Property

13.1 ServiceWorks Rights

ServiceWorks and its licensors own all right, title, and interest in and to the Subscription Service, software, mobile applications, interfaces, designs, workflows, documentation, APIs, models, algorithms, ServiceWorks Content, trademarks, and related intellectual property, including improvements and derivative works. Except for the limited access rights expressly granted under the Agreement, no rights are transferred to Customer.

13.2 Customer Rights

Customer retains ownership of Customer Data and materials Customer provides to ServiceWorks. Customer grants ServiceWorks the limited rights necessary to perform the Agreement.

13.3 Feedback

If Customer provides product suggestions, ideas, enhancement requests, or other feedback, ServiceWorks may use that feedback without restriction or obligation, provided ServiceWorks does not identify Customer as the source without permission.

13.4 Publicity

Unless Customer has opted out in writing, ServiceWorks may identify Customer as a ServiceWorks customer and display Customer’s name and logo in customer lists and ordinary marketing materials, subject to Customer’s trademark guidelines provided to ServiceWorks.

14. Confidentiality

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) that is designated confidential or that reasonably should be understood to be confidential, including Customer Data, security information, technical information, pricing, business plans, product roadmaps, and the non-public terms of Order Forms.

Recipient will use Confidential Information only to perform or exercise rights under the Agreement, protect it using at least reasonable care, and disclose it only to personnel, contractors, advisers, subprocessors, and affiliates who need access and are bound by confidentiality obligations.

Confidential Information does not include information that Recipient can demonstrate: (a) is publicly available without breach; (b) was lawfully known without restriction before disclosure; (c) is received lawfully from a third party without confidentiality duty; or (d) is independently developed without use of the Confidential Information.

Recipient may disclose Confidential Information when legally required, provided Recipient gives prior notice where legally permitted and reasonably cooperates with efforts to seek protective treatment.

15. Third-Party Services

ServiceWorks is not responsible for the operation, availability, accuracy, acts, omissions, security, products, services, data, pricing, fulfillment, or contractual obligations of Third-Party Services. Customer’s use of Third-Party Services is governed by Customer’s agreement with the applicable provider.

ServiceWorks may transmit data to or receive data from a Third-Party Service at Customer’s direction. ServiceWorks is not responsible for data after it has been transmitted to a third party under Customer’s authorization, or for inaccurate, delayed, incomplete, or unavailable data supplied by a third party.

15.1 Beta, Preview and Early Access Features

Features identified as beta, preview, pilot, early access, experimental, or similar are provided for evaluation, may be modified or discontinued at any time, may contain errors, and may not be suitable for production-critical use. Unless ServiceWorks expressly states otherwise in writing, such features are provided “as is” without service-level commitments.

16. Subscription Term, Renewal and Cancellation

16.1 Subscription Term

The initial Subscription Term is stated in the Order Form. Unless the Order Form states otherwise, subscriptions automatically renew for a renewal period equal to the prior Subscription Term or twelve (12) months, whichever is shorter.

16.2 Renewal Pricing

Renewal pricing will be the pricing stated for renewal in the Order Form or, if none is stated, ServiceWorks’ then-current pricing for the applicable products, usage, and user tier.

16.3 Non-Renewal and Cancellation

Customer may request non-renewal by contacting ServiceWorks through the cancellation process designated by ServiceWorks. Unless an Order Form states a different notice period, written notice of non-renewal must be received at least ten (10) days before the end of the then-current Subscription Term.

A cancellation or non-renewal request does not terminate a committed Subscription Term early. Except as expressly stated in the Agreement, Customer remains responsible for fees through the end of the committed term.

17. Suspension and Termination

17.1 Suspension

ServiceWorks may suspend affected access or functionality if reasonably necessary because of: (a) overdue undisputed fees after notice; (b) a security threat; (c) unlawful or abusive use; (d) violation of communications-provider or payment-network rules; (e) activity creating material risk to ServiceWorks, other customers, or third parties; or (f) Customer’s material breach of the Agreement.

When practicable, ServiceWorks will give notice and limit suspension to the affected portion of the Service.

17.2 Termination for Cause

Either party may terminate the Agreement for a material breach that remains uncured thirty (30) days after written notice. A party may terminate immediately if the other party becomes subject to bankruptcy, insolvency, liquidation, or similar proceedings to the extent termination is permitted by applicable law.

17.3 Effect of Termination

Upon expiration or termination, Customer’s right to use the Subscription Service ends. Customer must pay all amounts then due. Sections that by their nature should survive—including payment obligations, intellectual property, confidentiality, data return provisions, disclaimers, indemnification, limitations of liability, and general legal terms—survive.

18. Customer Data Export, Retention and Deletion

During an active subscription, Customer should regularly export or retain copies of business-critical information as appropriate for Customer’s operations.

If Customer has paid all amounts due, Customer may request access to export Customer Data within thirty (30) days after expiration or termination, unless an Order Form or applicable product-specific term states otherwise. ServiceWorks may provide temporary account access or a commercially reasonable export format. Additional professional-services fees may apply to custom exports, custom transformation, or reactivation work.

After the applicable retrieval period, ServiceWorks may delete Customer Data from active systems in accordance with its retention practices, backup lifecycle, legal obligations, and security requirements. ServiceWorks is not obligated to retain Customer Data indefinitely after termination.

19. Warranties and Disclaimers

19.1 Mutual Authority

Each party represents that it has the legal power and authority to enter into the Agreement.

19.2 Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, PROFESSIONAL SERVICES, AI FEATURES, APIS, INTEGRATIONS, CONTENT, AND RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SERVICEWORKS DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RESULTS, SECURITY, AVAILABILITY, AND ERROR-FREE OPERATION.

ServiceWorks does not warrant that all defects will be corrected, that all third-party integrations will remain available, that AI output will be accurate, that communications will always be delivered, that payments will always be authorized, or that the Subscription Service will satisfy every Customer-specific business, legal, regulatory, or operational requirement.

20. Indemnification

Customer will defend, indemnify, and hold harmless ServiceWorks, its affiliates, and their officers, directors, employees, agents, licensors, and service providers from third-party claims, damages, losses, penalties, fines, judgments, costs, and reasonable attorneys’ fees arising out of or relating to:

• Customer Data, Customer materials, or Customer instructions;
• Customer’s or an Authorized User’s unlawful, unauthorized, or prohibited use of the Service;
• Customer’s breach of the Agreement;
• communications initiated through Customer’s account, including alleged TCPA, telemarketing, text-message, call-recording, privacy, or email-law violations;
• Customer’s goods, services, warranties, service work, invoices, charges, refunds, or customer disputes;
• Customer’s use of Third-Party Services; or
• Customer’s violation of another person’s intellectual-property, privacy, publicity, contractual, or other rights.

ServiceWorks will promptly notify Customer of an indemnified claim, provide reasonable cooperation at Customer’s expense, and allow Customer to control the defense, provided Customer may not settle a claim in a manner that imposes liability, admission, or non-monetary obligation on ServiceWorks without ServiceWorks’ prior written consent.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF OR RELATING TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS, CUSTOMER’S INDEMNIFICATION OBLIGATIONS, A PARTY’S FRAUD OR WILLFUL MISCONDUCT, OR A PARTY’S INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SERVICEWORKS FOR THE AFFECTED SUBSCRIPTION SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

These limitations apply regardless of the form of action and even if a limited remedy fails of its essential purpose, to the extent permitted by applicable law.

22. Compliance With Laws

Each party will comply with laws applicable to its own performance under the Agreement. Customer is responsible for laws applicable to Customer’s industry, customers, employees, communications, recordings, marketing, payment activity, field service work, licensing, taxes, warranties, and use of the Subscription Service.

Customer will comply with applicable U.S. export-control and economic-sanctions laws and will not make the Subscription Service available to prohibited persons, entities, countries, or territories.

The Subscription Service is a general business platform and is not designed for use in a regulated environment requiring ServiceWorks to satisfy industry-specific statutory obligations unless ServiceWorks expressly agrees in writing to such requirements.

23. General Legal Terms

23.1 Governing Law and Venue

The Agreement is governed by the laws of the State of Missouri, without regard to conflict-of-law principles. Unless the parties agree otherwise in an Order Form, the state and federal courts located in St. Louis County, Missouri will have exclusive jurisdiction over disputes arising out of or relating to the Agreement, and each party consents to personal jurisdiction and venue in those courts.

23.2 Injunctive Relief

Nothing in the Agreement prevents either party from seeking temporary, preliminary, or permanent injunctive or equitable relief to protect confidential information, intellectual property, security, or prevent unauthorized access.

23.3 Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, severe weather, war, terrorism, civil unrest, labor disputes, governmental action, epidemic or pandemic, utility failure, internet or telecommunications failure, cloud-provider outages, denial-of-service attacks, or failure of third-party infrastructure, except that force majeure does not excuse payment obligations.

23.4 Assignment

Customer may not assign the Agreement without ServiceWorks’ prior written consent, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the assignee is not a competitor of ServiceWorks and agrees in writing to assume the Agreement. ServiceWorks may assign the Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

23.5 Independent Contractors

The parties are independent contractors. The Agreement does not create a partnership, joint venture, franchise, fiduciary, employment, or agency relationship.

23.6 Notices

ServiceWorks may provide operational or legal notice by email to Customer’s account contact, by in-product notice, or by other reasonable electronic means. Customer must keep account contact information current. Formal legal notices to ServiceWorks should be sent to the contact information in Section 25.

23.7 No Waiver

A failure or delay to exercise a right does not waive that right. A waiver must be in writing and applies only to the specific circumstance for which it is given.

23.8 Severability

If a provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain effective.

23.9 Entire Agreement

The Agreement is the entire agreement between the parties regarding its subject matter and supersedes prior or contemporaneous proposals, statements, marketing materials, discussions, and agreements regarding that subject matter. Customer purchase-order terms or other preprinted terms do not modify the Agreement unless expressly accepted in writing by ServiceWorks.

23.10 Electronic Signatures

Electronic acceptance, click-through acceptance, electronic signatures, and electronically executed Order Forms have the same effect as manually signed documents to the extent permitted by law.

23.11 Headings

Headings are for convenience only and do not affect interpretation.

24. Changes to These Terms

ServiceWorks may update these Terms from time to time. If Customer has an active paid subscription and a change materially affects Customer’s rights or obligations, ServiceWorks will provide reasonable notice by email, in-product notification, or another reasonable method.

Unless a change must take effect earlier for legal, regulatory, security, or abuse-prevention reasons, a material change will apply no earlier than thirty (30) days after notice. For an existing committed Subscription Term, if Customer timely objects in writing to a material change that materially reduces Customer’s contractual rights, the prior version will continue to govern through the end of the then-current Subscription Term, unless continued application of the prior terms would violate law or create a material security or regulatory risk.

The “Last Updated” date at the top of this page identifies the current version.

25. Contact ServiceWorks

Questions or legal notices relating to these Terms may be sent to:

Billing, cancellation, support, privacy, or security matters may be routed to the appropriate ServiceWorks team.