Legal
These Terms of Service ("Terms") govern your access to and use of the WorkSherpa website, applications, software, APIs, artificial intelligence features, voice services, and related services (collectively, the "Services") provided by WorkSherpa Software Inc. ("WorkSherpa," "we," "our," or "us").
Please read these Terms carefully before using the Services.
By creating an account, accessing, or using any part of the Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a business or other legal entity, you represent that you have the authority to bind that entity to these Terms. In that case, "you" refers to both you and that entity.
If you do not agree to these Terms, you may not access or use the Services.
WorkSherpa is an artificial intelligence-powered business operations platform designed to help service businesses manage customer relationships, estimates, scheduling, communications, administrative work, and related business activities.
WorkSherpa may provide features including, but not limited to:
Some Services rely on machine learning or artificial intelligence models that generate content based on information you provide.
Technology, laws, and our Services evolve over time.
We may update these Terms periodically to reflect new functionality, legal or regulatory requirements, security improvements, changes to our business practices, or other operational needs.
When we make material changes, we will provide reasonable notice by email, through the application, or by another appropriate method.
Your continued use of the Services after revised Terms become effective constitutes acceptance of the updated Terms. If you do not agree with the revised Terms, you must discontinue use of the Services.
You may use WorkSherpa only if you: (a) are at least 18 years old; (b) have the legal capacity to enter into binding agreements; (c) will use the Services in compliance with all applicable laws; and (d) are not prohibited from using the Services under applicable sanctions or export control laws. WorkSherpa is intended for commercial business use and is not designed or offered for personal, family, or household use.
When creating an account, you agree to provide accurate, complete, and current information and to keep that information up to date. You are responsible for:
WorkSherpa is not responsible for losses resulting from unauthorized access caused by your failure to safeguard account credentials.
If you create or administer an account for a business, organization, or employer, you represent that you have authority to bind that organization. The organization owns and administers the Workspace unless otherwise agreed in writing. Administrators may add, suspend, or remove Authorized Users and manage organizational settings, permissions, and Customer Data within the Workspace. WorkSherpa is entitled to rely on instructions received from any individual reasonably appearing to be an Administrator of a Workspace.
WorkSherpa may offer free accounts, trial subscriptions, preview releases, experimental AI capabilities, and beta functionality (collectively, "Beta Features"). Beta Features are provided "as available" and may contain bugs, errors, or incomplete functionality. WorkSherpa may modify, limit, or discontinue Beta Features at any time without liability. Beta Features may be subject to additional terms, which will be presented at the time of access.
We strive to provide reliable Services but do not guarantee uninterrupted or error-free availability. Maintenance, updates, third-party outages, and unforeseen events may temporarily affect access. WorkSherpa may suspend all or part of the Services where reasonably necessary to: maintain security; investigate suspected abuse or violations of these Terms; perform scheduled or emergency maintenance; comply with legal obligations or the order of a court or regulator; or protect WorkSherpa, its users, or its systems from harm. Where practicable, WorkSherpa will provide advance notice of planned suspensions that are expected to materially affect access.
WorkSherpa offers Subscriptions on the plans, features, and usage limits described on our pricing page or in an applicable order form. WorkSherpa may introduce new plans, modify existing plans, or retire plans at its discretion, subject to the notice requirements in this Section.
You agree to pay all Fees associated with your Subscription. Fees are due in advance for each billing period unless otherwise stated in an order form. You authorize WorkSherpa and its payment processors to charge your designated payment method automatically for all applicable Fees, including recurring charges, unless you cancel in accordance with Section 8.6.
Subscriptions automatically renew at the end of each billing period for a period equal to the preceding term, at WorkSherpa's then-current pricing, unless you cancel prior to the renewal date or WorkSherpa provides notice that the Subscription will not renew.
Fees do not include applicable sales, use, value-added, goods and services, or similar taxes. You are responsible for all such taxes, other than taxes based on WorkSherpa's net income, unless you provide a valid tax exemption certificate.
If a payment fails or is not received when due, WorkSherpa may: retry the charge; suspend access to the Services until payment is received; assess late fees or interest as permitted by law; and, if payment remains outstanding for more than thirty (30) days, terminate the Subscription. Suspension for non-payment does not relieve you of the obligation to pay outstanding Fees.
You may cancel your Subscription at any time through your account settings or by contacting WorkSherpa. Cancellation takes effect at the end of the then-current billing period. Except as required by law or expressly stated in these Terms, Fees already paid are non-refundable, and no partial-period refunds or credits will be issued for early cancellation.
WorkSherpa may change its pricing from time to time. Price changes will not apply to a then-current billing period that has already been paid, but will apply beginning with the next renewal, provided WorkSherpa gives you at least thirty (30) days' notice of the change. Continued use of the Services after a price change takes effect constitutes acceptance of the new pricing.
If you downgrade your Subscription, certain features, integrations, or amounts of stored Customer Data may become unavailable or subject to deletion in accordance with WorkSherpa's then-current data retention practices for the applicable plan.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. These Terms do not transfer ownership of Customer Data to WorkSherpa. Customer grants WorkSherpa a limited, non-exclusive, worldwide license to access, host, process, transmit, and display Customer Data solely to provide, maintain, secure, and improve the Services and as otherwise permitted under these Terms and WorkSherpa's Privacy Policy.
You are responsible for the accuracy, quality, and legality of Customer Data and the means by which you acquired it, including obtaining any consents required to submit personal information (such as customer or employee information) to the Services. You represent that you have the right to submit Customer Data to WorkSherpa and that doing so does not violate the rights of any third party.
WorkSherpa implements administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. No system is completely secure, and WorkSherpa cannot guarantee that unauthorized third parties will never be able to defeat those measures. You are responsible for maintaining reasonable security practices on your end, including safeguarding account credentials.
WorkSherpa's collection, use, and disclosure of personal information is further described in WorkSherpa's Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you acknowledge the practices described in the Privacy Policy.
Upon termination of your Subscription, WorkSherpa will make Customer Data available for export for a reasonable period (as described in the Documentation) and will thereafter delete or anonymize Customer Data in accordance with its data retention practices and applicable law, except where retention is required for legal, tax, security, or dispute-resolution purposes.
Additional terms governing AI Features and voice-enabled functionality are set out in WorkSherpa's AI & Voice Features Policy, which is incorporated into these Terms by reference. In the event of a conflict between this Section 10 and the AI & Voice Features Policy, the AI & Voice Features Policy controls with respect to AI Features and Voice Data.
WorkSherpa's AI Features are designed to assist you with business operations by generating estimates, proposals, emails, summaries, schedules, transcriptions, and other content. AI Features are tools that support your judgment; they do not replace it. You remain solely responsible for all business, pricing, staffing, legal, financial, and customer-facing decisions made using or informed by AI Output.
AI Output is generated algorithmically using probabilistic models and may be inaccurate, incomplete, outdated, or inappropriate for your specific circumstances. WorkSherpa does not guarantee the accuracy, reliability, completeness, or fitness for any particular purpose of AI Output. AI Output should be treated as a draft or suggestion, not a verified fact or final work product.
Before relying on, sending, publishing, or acting upon any AI Output, you agree to review it for accuracy, appropriateness, and compliance with applicable law, including in connection with:
WorkSherpa is not liable for any consequence arising from your failure to review AI Output before relying on or distributing it.
WorkSherpa's voice-enabled features may capture, record, and transcribe audio ("Voice Data") that you or your Authorized Users submit. You are responsible for obtaining any consents required under applicable law before recording or transcribing conversations involving third parties, including customers, employees, or contractors, and for complying with all applicable call- and audio-recording laws in the jurisdictions where you operate. Voice Data is processed and stored in accordance with WorkSherpa's Privacy Policy.
WorkSherpa's AI Features may be powered by WorkSherpa's own models, by models operated by trusted third-party AI providers, or by a combination of both. When Customer Data is shared with a third-party AI provider to generate AI Output, that provider processes the data solely to deliver the requested functionality and is contractually restricted from using Customer Data for its own independent purposes.
WorkSherpa will not use your identifiable Customer Data to train proprietary AI models for the benefit of other customers or the general public without your prior consent. WorkSherpa may use de-identified, aggregated, or anonymized data derived from Usage Data to improve, train, and develop the Services, including AI Features, in a manner that does not identify you or any individual.
WorkSherpa may update, retrain, modify, or replace the models and providers underlying its AI Features at any time to improve performance, accuracy, security, or compliance. Such changes may alter the style, format, or content of AI Output over time. WorkSherpa will use commercially reasonable efforts to maintain the core functionality of AI Features described in the Documentation.
As between the parties, and subject to the rights of any underlying third-party AI provider and applicable law, Customer may use AI Output generated through its Workspace for its own internal and customer-facing business purposes. WorkSherpa does not claim ownership of AI Output generated specifically for your Workspace. Because AI Output may be generated using models that produce similar or identical output for other customers facing similar inputs, WorkSherpa does not represent that any given AI Output is unique or exclusive to you.
WorkSherpa does not provide legal, accounting, engineering, tax, insurance, employment, or other professional advice, and no AI Output should be construed as such. Any information generated through the Services is provided for general informational purposes only, and you should consult a qualified professional before making decisions based on AI Output involving legal, financial, safety, or regulatory matters.
WorkSherpa and its licensors retain all right, title, and interest in and to the Services and all WorkSherpa Intellectual Property, including all improvements, modifications, and derivative works thereof. Except for the limited rights expressly granted under these Terms, no other rights or licenses are granted to you by implication, estoppel, or otherwise.
Subject to your compliance with these Terms and payment of applicable Fees, WorkSherpa grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services during your Subscription Term solely for your internal business purposes.
You will not, and will not permit any third party to:
If you provide Feedback to WorkSherpa, you grant WorkSherpa a perpetual, irrevocable, royalty-free, worldwide license to use, incorporate, and exploit that Feedback for any purpose, including improving the Services, without any obligation to compensate or attribute you.
Each party agrees to: (a) protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and no less than a reasonable degree of care; (b) use Confidential Information solely to perform its obligations or exercise its rights under these Terms; and (c) not disclose Confidential Information to any third party except to employees, contractors, and advisors with a need to know, who are bound by confidentiality obligations at least as protective as those in this Section.
A party may disclose Confidential Information to the extent required by law, regulation, or court order, provided that, where legally permitted, it gives the disclosing party reasonable advance notice to seek a protective order. This Section survives termination of these Terms.
The Services may integrate or interoperate with Third-Party Services, such as email providers, accounting software, payment processors, calendars, cloud storage providers, and CRM systems. Your use of any Third-Party Service is subject to the terms and privacy policies of that third party, and WorkSherpa is not responsible for the availability, accuracy, content, or practices of any Third-Party Service.
If you authorize a connection between the Services and a Third-Party Service, you grant WorkSherpa permission to exchange data with that Third-Party Service as necessary to provide the requested integration. WorkSherpa is not liable for any loss or damage caused by a Third-Party Service, including any interruption, modification, or discontinuation of a Third-Party Service or its API.
The Services may display or incorporate product, pricing, availability, and related information obtained from third-party retailer websites, catalogs, APIs, or data feeds ("Retailer Data") to assist with estimates, proposals, and other AI Output. Retailer Data is provided for general reference only. WorkSherpa does not guarantee that Retailer Data is current, accurate, or complete, and prices, availability, and product specifications shown through the Services may differ from the retailer's actual, current offering at the time you or your customer places an order.
You are responsible for independently verifying Retailer Data with the applicable retailer before finalizing any estimate, proposal, purchase, or customer-facing communication that relies on it. Retailer names, logos, trademarks, and product content remain the property of their respective owners; their appearance in the Services does not imply any partnership, sponsorship, or endorsement between WorkSherpa and the retailer. WorkSherpa may add, modify, or discontinue access to any Retailer Data source at any time without liability, including where a retailer changes, restricts, or revokes access to its site, catalog, or feed.
Each party represents that it has the legal authority to enter into these Terms.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES, INCLUDING ALL AI FEATURES AND AI OUTPUT, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WORKSHERPA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR INTENDED USE. YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VALIDATING AI OUTPUT BEFORE RELYING ON IT.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL WORKSHERPA, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WORKSHERPA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, WORKSHERPA'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO WORKSHERPA IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such jurisdictions, WorkSherpa's liability will be limited to the greatest extent permitted by law.
You agree to defend, indemnify, and hold harmless WorkSherpa and its Affiliates, and their respective officers, directors, employees, and agents, from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Services in violation of these Terms or applicable law; (b) Customer Data, including any claim that Customer Data infringes or misappropriates a third party's rights or was submitted without required consents; (c) your reliance on or distribution of AI Output without appropriate review; or (d) your breach of any representation or warranty made under these Terms.
WorkSherpa will provide you with prompt notice of any such claim and reasonable cooperation, at your expense, in the defense of the claim. WorkSherpa reserves the right to assume control of the defense of any matter subject to indemnification by you, in which case you agree to cooperate with WorkSherpa's defense of the claim.
These Terms remain in effect for as long as you maintain an account or otherwise use the Services.
You may terminate these Terms at any time by canceling your Subscription and closing your account. WorkSherpa may terminate these Terms for convenience by providing at least thirty (30) days' notice.
Either party may terminate these Terms immediately upon written notice if the other party materially breaches these Terms and fails to cure the breach within fifteen (15) days of receiving notice describing the breach. WorkSherpa may suspend or terminate your access immediately, without prior notice, if you: (a) fail to pay Fees when due; (b) violate Section 11.3 (Restrictions); (c) pose a security risk to the Services or other users; or (d) use the Services in a manner that exposes WorkSherpa to legal liability or violates applicable law.
Upon termination: (a) your right to access the Services immediately ceases; (b) you remain responsible for all Fees accrued prior to termination; and (c) Sections that by their nature should survive termination (including Sections 9.5, 11, 12, 14, 15, 16, this Section 17.4, and Section 20) will survive.
These Terms are governed by the laws of the Province of Ontario, Canada, without regard to its conflict-of-laws principles.
Before initiating a formal dispute, the parties agree to first attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal negotiation for a period of thirty (30) days following written notice of the dispute.
Except for claims for injunctive relief or claims that may be brought in small claims court, any dispute arising out of or relating to these Terms that is not resolved informally will be resolved by binding arbitration administered in accordance with the rules of a mutually agreed arbitration provider, conducted in Toronto, Ontario, on an individual basis only.
To the maximum extent permitted by law, disputes will be resolved on an individual basis only, and neither party may bring a claim as a plaintiff or class member in a purported class, consolidated, or representative proceeding.
These Terms, together with any order forms, the Privacy Policy, the AI & Voice Features Policy, and any other policies referenced herein, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, understandings, or communications, whether written or oral.
You may not assign or transfer these Terms without WorkSherpa's prior written consent. WorkSherpa may assign these Terms without consent in connection with a merger, acquisition, reorganization, or sale of assets.
Neither party will be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, internet or utility failures, or third-party service outages.
WorkSherpa may provide notices to you via email, through the application, or by posting on our website. You may provide notice to WorkSherpa at the contact information provided in Section 20.
If any provision of these Terms is found unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.
No waiver of any provision of these Terms will be effective unless in writing. WorkSherpa's failure to enforce any provision is not a waiver of its right to do so later.
You agree to comply with all applicable export control and economic sanctions laws in connection with your use of the Services.
The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.
WorkSherpa may identify you as a customer and use your name and logo on WorkSherpa's website and marketing materials, unless you opt out by written notice.
If you have questions about these Terms, please contact us at:
WorkSherpa Software Inc., legal@worksherpa.io
For purposes of these Terms, the following definitions apply:
"Account"
An Account means the registered user profile created to access and use the Services.
"Administrator"
An Administrator means an individual authorized by a Customer to manage a Workspace, including user permissions, billing, integrations, settings, and access to Customer Data.
"Affiliate"
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where "control" means ownership of more than fifty percent (50%) of the voting interests or equivalent authority.
"AI Features"
AI Features means the artificial intelligence, machine learning, automation, generative AI, recommendation engines, voice processing, transcription services, and related technologies provided through the Services.
"AI Output"
AI Output means any estimate, recommendation, summary, transcription, email draft, proposal, workflow, pricing suggestion, communication, report, schedule, or other content generated wholly or partially by WorkSherpa's AI Features. AI Output is generated algorithmically and may contain inaccuracies or omissions.
"Authorized User"
Authorized User means an individual who has been granted permission by a Customer to access the Services under that Customer's subscription.
"Business Data"
Business Data means information relating to a Customer's business operations, including customers, employees, pricing, services, schedules, invoices, estimates, job information, notes, documents, communications, and files.
"Confidential Information"
Confidential Information means non-public information disclosed by either party that reasonably should be understood to be confidential, including business plans, pricing, software, technical documentation, customer information, product roadmaps, security practices, source code, and financial information. Confidential Information does not include information that: becomes publicly available without breach of these Terms; was lawfully known before disclosure; is independently developed without use of Confidential Information; or is lawfully obtained from another source without confidentiality obligations.
"Content"
Content means any information, text, images, photographs, documents, voice recordings, audio, video, files, or other material uploaded to or generated through the Services.
"Customer"
Customer means the individual or legal entity that purchases or subscribes to the Services.
"Customer Data"
Customer Data means all information submitted, uploaded, created, imported, stored, or processed by or on behalf of a Customer through the Services. Customer Data includes Business Data but excludes Usage Data, anonymized statistical information, and WorkSherpa Intellectual Property.
"Documentation"
Documentation means WorkSherpa's published user guides, help articles, API documentation, and other materials describing the Services.
"Effective Date"
Effective Date means the earlier of: the date a Customer first accepts these Terms; the date an Account is created; or the date the Services are first used.
"Feedback"
Feedback means suggestions, recommendations, ideas, enhancement requests, corrections, comments, or other input regarding the Services.
"Fees"
Fees means all subscription fees, usage charges, taxes, and other amounts payable under these Terms.
"Intellectual Property Rights"
Intellectual Property Rights means all worldwide rights relating to copyrights, patents, trademarks, trade secrets, database rights, moral rights, know-how, software rights, and similar proprietary rights.
"Retailer Data"
Retailer Data means product, pricing, availability, and related information obtained from third-party retailer websites, catalogs, APIs, or data feeds and made available through the Services.
"Services"
Services means WorkSherpa's websites, applications, software, APIs, AI Features, integrations, voice services, support services, and related offerings made available by WorkSherpa.
"WorkSherpa"
WorkSherpa means WorkSherpa Software Inc., together with its successors and assigns.
"WorkSherpa Intellectual Property"
WorkSherpa Intellectual Property means all rights, title, and interest in and to the Services, software, source code, object code, AI models, algorithms, workflows, interfaces, documentation, trademarks, logos, branding, know-how, product designs, improvements, derivative works, and related intellectual property, excluding Customer Data.
"Subscription"
Subscription means a paid or free plan that permits access to the Services under the applicable pricing and feature limitations.
"Subscription Term"
Subscription Term means the period during which a Subscription remains active.
"Third-Party Services"
Third-Party Services means products, software, websites, APIs, or services provided by parties other than WorkSherpa, including email providers, accounting software, payment processors, calendars, cloud storage providers, and CRM systems.
"Usage Data"
Usage Data means technical and operational information generated through use of the Services, including feature usage, system performance, error logs, browser information, device information, diagnostic information, analytics, telemetry, and aggregated operational metrics. Usage Data does not include Customer Data in identifiable form.
"User"
User means any individual accessing or using the Services, whether as a Customer, Authorized User, Administrator, or visitor.
"Voice Data"
Voice Data means audio recordings, spoken commands, transcriptions, and related metadata processed through WorkSherpa's voice-enabled features.
"Workspace"
Workspace means the dedicated environment within WorkSherpa associated with a Customer where Customer Data, users, settings, and subscriptions are managed.
By using WorkSherpa, you acknowledge that you have read, understood, and agree to these Terms. If you are using WorkSherpa on behalf of an organization, you further represent that you have authority to bind that organization to these Terms.