Definitions.

1. "Account" means the account you set up to access the Workmate Platform, and represents your legal and services relationship with Workmate. 

2. "Business Contact Data" means Personal Information that relates to Workmate’s relationship with Customer, including, by way of example and without limitation, the names and contact information of Authorized Users and any other data Workmate collets for the purpose of managing its relationship with Customer, identity verification, or as otherwise required by applicable laws, rules, or regulations.

3. “Client-Side Software” means any downloadable Workmate software in object code form that Company makes available to Customer for use in connection with the Platform, such as Workmate’s ‘AI Assistant.’

4. “Customer Data” means information, data, images, software code, Customer-owned intellectual property and other content, in any form or medium, that is submitted, posted, imported, or otherwise transmitted by or uploaded by or on behalf of Customer or an Authorized User through the Platform or emails and other applications connected to the Platform; provided that, for purposes of clarity, Customer Data as defined herein does not include Business Contact Data or Usage Data.

5. “Sensitive Information” means: (i) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation; (ii) protected health information as defined in the Health Insurance Portability and Protection Act, as amended (“HIPAA”); (iii) payment cardholder information or financial account information, including bank account numbers or other personally identifiable financial information; (iv) social security numbers, driver’s license numbers, or other government identification numbers; (v) other information subject to regulation or protection under specific laws such as the Children’s Online Privacy Protection Act (“COPPA”) or the Gramm-Leach-Bliley Act (“GLBA”), in each case as amended, or related rules or regulations; or (vi) any data similar to the above protected under applicable laws, rules, or regulations.

6. “Usage Data” means service usage data collected and processed by Workmate in connection with Customer’s use of the Platform, including without limitation data used to identify the source and destination of a communication, activity logs, and data used to optimize and maintain performance of the Platform, and to investigate and prevent system abuse (in each case, without containing any Customer identifying information).

7. “Workmate Platform” means Workmate’s proprietary, hosted software platform for use in sorting, task flagging, and responding to emails, Client-Side Software, and other website functionality as made available to Users from time to time at workmate.com (or a successor or sub-site).

8. “Workmate IP” means the Workmate Platform and any and all intellectual property provided to you or any other User in connection with the foregoing. For the avoidance of doubt, Workmate IP includes Business Contact Data, Usage Data, Documentation and any information, data, or other content derived from Workmate’s provision of the Workmate Platform but does not include Customer Data.

9. “User,” “you,” and “your” refer to the individual person, company, or organization that has visited or is using the Workmate Platform; that accesses or uses any part of an Account; or that directs the use of the Account in the performance of its functions. A User must be at least 18 years of age.

Account Registration and Requirements. 

1. Registration. You must provide a valid email address and password in order to complete the Account signup process. Account registration and provisioning is at Workmate’s sole discretion, and signing up for our waitlist does not guarantee that you will be eligible for account registration. 

2. Requirements. 

   1. You must be a human to create an Account. Accounts registered by "bots" or other automated methods are not permitted. 

   2. You must be age 18 or older. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (18). Users under the age of 18 are not permitted to use Workmate. 

   3. Workmate does not target its Work Platform to children under 18, and we do not permit any Users under 18 on our Workmate Platform. If we learn of any User under the age of 18, we will terminate that User’s Account immediately.

   4. Your login may only be used by one person. You may not share your Account with others, and you may not use anyone else’s Account.

3. Account Security. You are responsible for keeping your Account secure while you use the Workmate Platform. You are responsible for maintaining the security of your Account and password. Workmate cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You will promptly notify Workmate if you become aware of any unauthorized use of, or access to, our Workmate Platform through your Account, including any unauthorized use of your password or Account.

Workmate Platform Access and Use. Subject to and conditioned on your compliance with the terms and conditions of these Terms, Workmate hereby grants you a right to access and use the Workmate Platform, on a non-exclusive, non-transferable, and non-sublicensable basis. The foregoing includes a limited license for Customer to install and use the Client-Side Software solely in support of Customer’s authorized use of the Workmate Platform.

1. Use Restrictions. You shall not use the Workmate Platform for any purposes beyond the scope of the access granted in these Terms. 

2. Reservation of Rights. Workmate reserves all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other right, title, or interest in or to the Workmate IP.

3. Data Processing. Notwithstanding anything to the contrary in these Terms, Workmate may monitor your use of the Workmate Platform and collect and compile Business Contact Data, Customer Data and Usage Data. You hereby grant to Workmate a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display your Business Contact Data, Customer Data and Usage Data, as necessary to provide you with Workmate Platform functionality and to continuously improve the service.

4. Suspension. Notwithstanding anything to the contrary in these Terms, Workmate may temporarily suspend your Account and/or access to the Workmate Platform if: (i) Workmate reasonably determines that (a) there is a threat or attack on any of the Workmate IP; (b) your or another User’s use of the Workmate IP disrupts or poses a security risk to the Workmate IP or to any other User, customer, or vendor of Workmate; (c) you are using the Workmate IP for fraudulent or illegal activities; (e) Workmate’s provision of the Workmate Platform to you is prohibited by applicable law; or (f) any Customer Data submitted, posted, or otherwise transmitted by you through the Workmate Platform may infringe or otherwise violate any third party’s intellectual property or other rights; (ii) any vendor of Workmate has suspended or terminated Workmate’s access to or use of any Third-Party Products required to enable you to access the Workmate Platform; or (iii) in accordance with a violation of any other term of these Terms (each of (i), (ii), or (iii), a “Service Suspension”). Workmate will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any other User may incur as a result of a Service Suspension. 

5. Term and Termination. These Terms go into effect when you begin use of the Workmate Platform, and will remain in effect unless earlier terminated by you. You are free to terminate your Account at any time, by contacting us at support@workmatelabs.com. Please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using our services.

User Responsibilities.

1. General. You are at all times responsible and liable for all uses of the Workmate Platform resulting from access from your Account, directly or indirectly, whether such access or use is permitted by or in violation of these Terms. 

2. User Sensitive Information. You acknowledge and agree that: (i) the Platform is not designed to store or engage with Sensitive Data; and (ii) Customer will not disclose Sensitive Data in connection with the Platform and will not submit, post, or otherwise transmit through the Platform any Customer Data that includes or constitutes Sensitive Information. 

3. Third-Party Products. Workmate may from time to time make Third-Party Products available to you or may allow for certain Third-Party Products to be integrated with the Workmate Platform to allow for the transmission of Code or other Customer Data from such Third-Party Products into the Workmate Platform. For purposes of these Terms, such Third-Party Products are subject to their own terms and conditions. Workmate is not responsible for the operation of any Third-Party Products and makes no representations or warranties of any kind with respect to Third-Party Products or their respective providers. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install or use such Third-Party Products. By authorizing Workmate to transmit your Customer Data from Third-Party Products into the Workmate Platform, you represent and warrant to Workmate that you have all right, power, and authority to provide such authorization.

4. User Controls and Responsibility. You have and will retain sole responsibility for: (i) your technology infrastructure and network and internet connection(s) from which you access the Workmate Platform; (ii) the security, use, and permissions to use your personal or professional email accounts associated credentials, along with the credentials of your Workmate Platform Account; and (iii) all access to and use of the Workmate Platform, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use.

Account Fees. We may charge a fee for using the Workmate Platform (the “Paid Services”). 

1. Paid Workmate Platform Access. Certain aspects of features of the Workmate Platform may be subject to payments now or in the future (“Account Fees”). Pricing for use of the Workmate Platform can be found on our pricing page workmate.com/pricing.

   1. Payment Processor. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your Account on the Workmate Platform (your “Billing Account”) for any owed Account Fees. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Stripe, Inc. as our Payment Processor. You can access Stripe’s Terms of Service at https://stripe.com/us/checkout/legal and their Privacy Policy at https://stripe.com/us/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use our Paid Services, you agree to pay us, through the Payment Processor, all Account Fees then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

   2. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

   3. Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Paid Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS.

   4. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.

   5. Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.

   6. Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service. 

   7. Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at support@workmatelabs.com.

Confidential Information.

1. Definition. From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media that: (i) is marked, designated or otherwise identified as "confidential" or something similar at the time of disclosure or within a reasonable period of time thereafter; or (ii) would be considered confidential by a reasonable person given the nature of the information or the circumstances of its disclosure (collectively, "Confidential Information"). Except for Personal Information, Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party without use of, reference to, or reliance upon the disclosing Party's Confidential Information. 

2. Duty. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, contractors, and agents who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder ("Representatives"). The receiving Party will be responsible for all the acts and omissions of its Representatives as they relate to Confidential Information hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under these Terms, including to make required court filings. Further, notwithstanding the foregoing, each Party may disclose the terms and existence of these Terms to its actual or potential investors, debtholders, acquirers, or merger partners under customary confidentiality terms.

Data Security and Processing of Personal Information. 

1. Security Measures. Workmate will implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect applicable Customer Data from unauthorized access, use, alteration or disclosure. 

2. Processing of Personal Information; No Sensitive Data. Workmate’s rights and obligations with respect to Personal Information that it collects directly from you are set forth in Workmate’s Privacy Policy. 

Intellectual Property Ownership; Feedback.

1. Workmate IP. You acknowledge that, as between you and Workmate, Workmate owns all right, title, and interest, including all intellectual property rights, in and to the Workmate IP and, with respect to Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. 

2. Feedback. If you send us any communications or materials by mail, email, telephone, or otherwise, suggesting or recommending changes to the Workmate IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Workmate is free to use such Feedback.

Warranty Disclaimer. WORKMATE AND ITS LICENSORS, SUPPLIERS, PARTNERS, PARENT, SUBSIDIARIES OR AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (WORKMATE AND ALL SUCH PARTIES TOGETHER, THE “WORKMATE PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE WORKMATE IP, AND THE WORKMATE PARTIES WILL NOT BE RESPONSIBLE OR LIABLE FOR THE ACCURACY, AVAILABILITY, OCCURRENCE OF ERRORS, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF MATERIAL CONTAINED IN OR ACCESSED THROUGH THE PLATFORM OR ANY CLAIMS, ACTIONS, SUITS PROCEDURES, COSTS, EXPENSES, DAMAGES OR LIABILITIES ARISING OUT OF USE OF, OR IN ANY WAY RELATED TO YOUR ACCESS OF THE WORKMATE PLATFORM OR USE OF ANY WORKMATE IP. THE WORKMATE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING SUGGESTIONS OR RECOMMENDATIONS OFFERED THROUGH OR IN CONNECTION WITH YOUR USE OF THE PLATFORM. THE WORKMATE IP IS PROVIDED BY WORKMATE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE WORKMATE IP WILL BE UNINTERRUPTED OR ERROR-FREE. WORKMATE DOES NOT GUARANTEE SPECIFIC RESULTS OR THAT THE WORKMATE PLATFORM OR GENERATED SUGGESTIONS WILL BE ACCURATE OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification. You agree to indemnify and hold the Workmate Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Workmate IP (including any actions taken by a third party using your Account), and (b) your violation or breach of any of the terms of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your Account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE WORKMATE PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO WORKMATE IN CONNECTION WITH THE ACCOUNT FEES FOR THE PLATFORM IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

General. 

1. Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Account, in any way (by operation of law or otherwise) without Workmate’s prior written consent. We may freely transfer, assign, or delegate these Terms.

2. Choice of Law. This Agreement are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

3. Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Workmate and limits the manner in which you can seek relief from Workmate. Both you and Workmate acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, Workmate's officers, directors, employees and independent contractors (“Representatives”) are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Representatives will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

   1. Arbitration Rules; Applicability of Arbitration Agreement. You and Workmate shall use best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New York County, NY. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. 

   2. Costs of Arbitration. The Rules will govern payment of all arbitration fees. Workmate will pay all arbitration fees for claims less than seventy-five thousand ($75,000) dollars. Workmate will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. 

   3. Waiver of Jury Trial. YOU AND WORKMATE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Workmate are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Workmate over whether to vacate or enforce an arbitration award, YOU AND WORKMATE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

   4. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Workmate is entitled to arbitration; instead all claims and disputes will be resolved in a court.

   5. Exclusive Venue. If you send the opt-out notice in (e), and/or in any circumstances where the foregoing arbitration agreement permits either you or Workmate to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Workmate agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, in New York County, NY, or the federal district in which that county falls. 

   6. Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Workmate.

4. Miscellaneous. The failure of Workmate to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Workmate agree that these Terms is the complete and exclusive statement of the mutual understanding between you and Workmate, and that the terms contained herein supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and Workmate. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venturer of Workmate, and you do not have any authority of any kind to bind Workmate in any respect whatsoever.