1. Introduction
These Terms of Service ("Terms") constitute a legally binding agreement between you, whether as an individual or on behalf of an organization ("Client," "you," or "your"), and Workiflow LLC ("Workiflow," "Company," "we," "us," or "our").
These Terms govern your access to and use of our website at workiflow.com (the "Site"), as well as any professional services, consulting, implementation, development, managed services, or other engagements we provide (collectively, the "Services").
Workiflow LLC is incorporated in the State of Delaware and operates from 9450 Southwest Gemini Drive, Beaverton, OR 97008.
By accessing the Site or engaging Workiflow for Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must discontinue use of the Site and may not engage Workiflow for Services.
2. Definitions
"Confidential Information" means any non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
"Client Data"means any data, content, materials, or information that Client provides to Workiflow or that Workiflow accesses on Client's behalf in the course of performing Services.
"Deliverables" means the tangible work products, documents, configurations, code, designs, automations, or other outputs produced by Workiflow for Client in the course of performing Services.
"Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, methodologies, tools, frameworks, and any other intellectual property rights.
"Managed Services Agreement" or "MSA" means a written agreement between Workiflow and Client that defines the scope, capacity, service levels, fees, and terms for an ongoing managed services retainer.
"Service Agreement" means any written agreement between Workiflow and Client that governs the provision of Services, including but not limited to proposals, Managed Services Agreements, Statements of Work, and order forms accepted by both parties.
"Services" means the professional services provided by Workiflow to Client, including but not limited to consulting, implementation, custom development, managed services, and AI/automation services.
"Statement of Work" or "SOW" means a written document executed by both parties that describes the specific scope, deliverables, fees, and terms for a defined project engagement.
"Workiflow Tools" means any pre-existing intellectual property, methodologies, frameworks, templates, libraries, code snippets, processes, or tools owned or developed by Workiflow independently of any Client engagement.
3. Scope and Order of Precedence
These Terms apply to all Services provided by Workiflow. Services may be governed by different types of Service Agreements depending on the nature of the engagement:
- Project-based engagements (consulting, implementation, custom development) are typically governed by a Statement of Work or proposal.
- Ongoing engagements (managed services, retainer-based support) are governed by a Managed Services Agreement.
In the event of a conflict between documents, the following order of precedence applies:
- The applicable Managed Services Agreement or Statement of Work
- The applicable Service-Specific Terms (Section 16)
- These General Terms of Service
- Any other documents referenced herein
4. Website Terms of Use
4.1 Site Access
The Site is provided for informational purposes and to facilitate engagement with Workiflow. You may access and use the Site subject to these Terms. The Site is intended for users who are at least 18 years old.
4.2 Site Content and Intellectual Property
All content on the Site, including text, graphics, logos, images, software, and design, is the property of Workiflow or its licensors and is protected by applicable copyright, trademark, and intellectual property laws.
4.3 Acceptable Use
You agree not to: (a) use the Site for any unlawful purpose; (b) attempt to gain unauthorized access to any portion of the Site or its systems; (c) use automated tools to scrape, crawl, or extract data from the Site without permission; (d) interfere with or disrupt the Site's infrastructure; or (e) impersonate any person or entity in connection with the Site.
4.4 Third-Party Links
The Site may contain links to third-party websites or services. Workiflow does not control, endorse, or assume responsibility for any third-party content, privacy practices, or terms of use.
4.5 Site Availability
We reserve the right to modify, suspend, or discontinue the Site (or any part of it) at any time without notice.
5. How Engagements Work
5.1 Two Engagement Models
Project-Based Engagements. For defined projects with a specific scope and outcome, such as a platform implementation, custom development project, or consulting engagement, Services are governed by a Statement of Work, proposal, or other written agreement accepted by both parties.
Managed Services Engagements. For ongoing technology management, support, and optimization, Services are governed by a Managed Services Agreement (MSA). Individual requests, tasks, and work items submitted under the MSA are fulfilled as part of the retainer and do not require separate Statements of Work.
5.2 Work Outside Retainer Scope
If a managed services Client requests work that falls materially outside the scope defined in their MSA, Workiflow will notify Client before commencing work and the parties will agree on how to handle it.
5.3 Client Responsibilities
Client agrees to: (a) provide reasonable access to systems, data, and personnel as required; (b) designate a primary point of contact with authority to make decisions; (c) provide timely feedback, approvals, and information; and (d) ensure that all information provided to Workiflow is accurate and complete.
6. Fees and Payment
6.1 Fees
Fees for Services will be set forth in the applicable Service Agreement. Project-based engagements may be structured as fixed-price or time-and-materials. Managed services engagements are structured as recurring retainers with defined capacity.
6.2 Invoicing and Payment Terms
Unless otherwise specified, invoices are issued monthly and are due within fourteen (14) days of the invoice date. All fees are stated in U.S. dollars unless otherwise specified.
6.3 Late Payment
Overdue invoices may be subject to a late fee of 1.5% per month on the outstanding balance. Workiflow reserves the right to suspend Services if invoices remain unpaid for more than thirty (30) days past due.
6.4 Taxes
All fees are exclusive of applicable taxes. Client is responsible for all sales, use, value-added, or other taxes arising from the Services.
6.5 Expenses
Pre-approved, out-of-pocket expenses will be invoiced at cost and are payable under the same terms as service fees.
7. Intellectual Property
7.1 Client Ownership of Deliverables
Upon full payment of all applicable fees, Client will own all Deliverables specifically created for Client, except for any Workiflow Tools incorporated therein.
7.2 Workiflow Tools
Workiflow retains all right, title, and interest in and to Workiflow Tools. Where Workiflow Tools are incorporated into Deliverables, Workiflow grants Client a non-exclusive, perpetual, royalty-free license to use such Workiflow Tools solely as part of the Deliverables for Client's internal business purposes.
7.3 Client Materials
Client retains all rights in and to Client Data and any pre-existing materials provided by Client.
7.4 Feedback
If Client provides suggestions, ideas, or feedback regarding Workiflow's services, Workiflow may use such feedback without restriction or obligation.
8. Confidentiality
8.1 Obligations
Each party agrees to: (a) hold the other party's Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except as permitted herein; and (c) use Confidential Information only for the purpose of fulfilling obligations under these Terms.
8.2 Permitted Disclosures
A party may disclose Confidential Information to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein.
8.3 Exclusions
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is received from a third party without breach; or (d) is independently developed by the receiving party.
8.4 Return or Destruction
Upon termination or upon written request, each party will promptly return or destroy the other party's Confidential Information, except to the extent retention is required by law.
9. Data Protection
9.1 Data Handling
Workiflow will handle all Client Data in accordance with its Privacy Policy and, where applicable, a separately executed Data Processing Agreement ("DPA").
9.2 Security Measures
Workiflow maintains administrative, technical, and organizational security measures designed to protect Client Data against unauthorized access, loss, alteration, or destruction. See our Security Overview for details.
9.3 Data Breach Notification
In the event of a confirmed security incident involving unauthorized access to Client Data, Workiflow will notify Client without undue delay and in any event within seventy-two (72) hours of becoming aware of the incident.
9.4 Sub-processors
Workiflow may engage third-party sub-processors to assist in delivering Services. A current list of sub-processors is available upon request.
10. Warranties and Disclaimers
10.1 Workiflow Warranties
Workiflow warrants that: (a) it will perform Services in a professional and workmanlike manner; (b) it has the authority to enter into these Terms; and (c) the Services will not knowingly infringe any third party's intellectual property rights.
10.2 Client Warranties
Client warrants that: (a) it has the authority to enter into these Terms; (b) all Client Data and materials provided are owned by or properly licensed to Client; and (c) Client's use of the Deliverables will comply with all applicable laws.
10.3 Disclaimer
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, WORKIFLOW PROVIDES THE SITE AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. WORKIFLOW DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11. Limitation of Liability
11.1 Cap on Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WORKIFLOW'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO WORKIFLOW DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
11.2 Exclusion of Consequential Damages
IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY.
11.3 Exceptions
The limitations in this section do not apply to: (a) either party's breach of confidentiality obligations; (b) either party's indemnification obligations; (c) Client's obligation to pay fees; or (d) liability that cannot be limited by applicable law.
12. Indemnification
12.1 Workiflow Indemnification
Workiflow will defend, indemnify, and hold harmless Client from and against any third-party claim that the Deliverables, as delivered by Workiflow, infringe the intellectual property rights of a third party.
12.2 Client Indemnification
Client will defend, indemnify, and hold harmless Workiflow from and against any third-party claim arising from: (a) Client Data or materials provided by Client; (b) Client's use of the Deliverables in violation of these Terms; or (c) Client's violation of any applicable law.
13. Term and Termination
13.1 Term
These Terms take effect when Client first accesses the Site or executes a Service Agreement and continue until all Service Agreements have been completed or terminated.
13.2 Termination for Convenience
Either party may terminate a project-based Service Agreement for convenience by providing thirty (30) days' written notice to the other party.
13.3 Termination for Cause
Either party may terminate any Service Agreement immediately upon written notice if the other party materially breaches these Terms and fails to cure such breach within fifteen (15) days of receiving written notice.
13.4 Effect of Termination
Upon termination: (a) Client will pay all fees for Services performed through the effective date; (b) each party will return or destroy the other's Confidential Information; and (c) for managed services engagements, Workiflow will provide transition assistance.
13.5 Survival
The following sections survive termination: Definitions, Intellectual Property, Confidentiality, Data Protection, Warranties and Disclaimers, Limitation of Liability, Indemnification, and General Provisions.
14. Dispute Resolution
14.1 Good Faith Negotiation
The parties agree to attempt to resolve any dispute through good faith negotiation for a period of thirty (30) days.
14.2 Mediation
If the dispute is not resolved through negotiation, the parties agree to submit the dispute to mediation administered by the American Arbitration Association (AAA).
14.3 Litigation
If mediation fails, either party may pursue legal remedies in the state or federal courts located in the State of Oregon.
14.4 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of Oregon, without regard to its conflict of law provisions.
14.5 Limitation Period
No claim or cause of action arising out of these Terms may be brought more than two (2) years after the cause of action arose.
15. General Provisions
15.1 Entire Agreement
These Terms, together with all executed Service Agreements and any DPA, constitute the entire agreement between the parties.
15.2 Amendments
Workiflow may update these Terms from time to time. Material changes will be communicated via the Site or by direct notice.
15.3 Assignment
Neither party may assign these Terms without the other party's prior written consent, except in connection with a merger, acquisition, or sale of substantially all of its assets.
15.4 Force Majeure
Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control.
15.5 Independent Contractor
Workiflow is an independent contractor. Nothing in these Terms creates an employment, partnership, joint venture, or agency relationship.
15.6 Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
15.7 Waiver
The failure of either party to enforce any right or provision will not constitute a waiver of that right or provision.
15.8 Notices
All legal notices must be in writing and sent to the addresses specified in the applicable Service Agreement.
15.9 Electronic Communications
You consent to receiving electronic communications from Workiflow.
16. Service-Specific Terms
The following terms apply in addition to the General Terms above, based on the type of Services being performed.
Schedule A: Consulting and Advisory Services
Includes strategic guidance, technology assessments, process analysis, roadmap development, and platform evaluation. All recommendations are based on professional judgment and Workiflow does not guarantee specific business outcomes.
Schedule B: Implementation Services
Includes configuration, customization, integration, migration, and deployment of software platforms. Deliverables are subject to a 10 business day acceptance period. Client is responsible for maintaining underlying software licenses.
Schedule C: Custom Development
Includes design, development, testing, and delivery of custom software and applications. Deliverables include a 30-day warranty period. Source code and documentation will be provided unless otherwise agreed.
Schedule D: Managed Services
Includes ongoing technology management, support, optimization, and continuous improvement. Services are provided under a recurring retainer. Individual tasks do not require separate Statements of Work. Transition assistance is provided upon termination.
Schedule E: AI and Automation Services
Includes automated workflows, AI-powered processes, intelligent document processing, and chatbots. AI outputs are probabilistic in nature and may not always be accurate. Client is responsible for establishing appropriate review and validation processes.
17. Contact Us
For questions about these Terms or to discuss a Services engagement:
Workiflow LLC
9450 Southwest Gemini Drive
Beaverton, OR 97008
United States