WeERM Terms and Conditions

1. Definitions and Interpretation

Capitalized terms have the meanings ascribed to them herein. "Mutor Biz," "we," "us," or "our" means Mutor Biz, the owner and operator of the WeERM platform. "WeERM," the "Platform," or the "Service" means, collectively and severally, the WeERM software-as-a-service platform and all constituent and ancillary websites, marketing properties, web applications, mobile applications for iOS and Android, shared-device kiosk applications, application programming interfaces, edge and background processes, embedded content, documentation, and any successor, derivative, or related offering, together with all updates, upgrades, patches, modifications, and enhancements thereto.

"Company," "Customer," or "Subscriber" means the employer, enterprise, or other organization that procures a subscription to, registers for, or is otherwise provisioned access to the Service. "Authorized User" or "User" means any natural person who accesses or uses the Service under, through, on behalf of, or in association with a Company, including without limitation account owners, administrators, human-resources personnel, regional, departmental, and team supervisors, and non-supervisory personnel (each an "Employee"). "Administrator" means an Authorized User vested with elevated privileges to configure, manage, or administer a Company account. "Operator" or "Platform Operator" means personnel of Mutor Biz who administer the Service at the platform level.

"Customer Data" means any and all data, records, content, materials, inputs, and information submitted to, uploaded to, transmitted through, generated within, or derived by the Service by, for, or on behalf of a Company or its Authorized Users, including without limitation personnel and employment records, identifiers, government-issued and taxpayer-identification numbers, financial-account details, worksite and organizational structures, time and attendance entries, geolocation readings, leave and accrual records, payroll inputs, messages, notices, feedback, and uploaded documents. "Aggregated Data" means data that has been de-identified, anonymized, and/or aggregated such that it does not reasonably identify any Company or natural person.

"Subscription Plan" or "Plan" means the tier of Service (including, without limitation, the Lite, Standard, and Premium tiers, or any successor or substitute tier) elected by, or assigned to, a Company, each carrying distinct feature entitlements, functional limitations, seat allowances, and fees. "Seat" means a licensed unit of access corresponding to an active Authorized User or headcount unit as measured by the Service. "Referral Credit" means a non-monetary, non-transferable, non-redeemable promotional account credit issued under Section 9. "Promotional Code" means a coupon, discount, or promotion code applied at checkout or in-application under Section 10. The words "including," "includes," and "such as" are illustrative and not limiting, and shall be read as if followed by "without limitation." Section headings are for convenience only and shall not affect interpretation.

2. The Service; Modifications; Beta Features

The Service is a human-resources, workforce-management, and time-and-attendance platform oriented toward small and mid-sized employers. Subject to the applicable Subscription Plan, the Company configuration, and these Terms, the Service may make available, among other functions: geofenced and location-validated clock-in, clock-out, and break capture; work-from-home worksite designation and home-perimeter validation; shared-device kiosk punch; leave and time-off request submission, accrual computation, and multi-level approval routing; a team leave calendar; informational payroll summaries; direct, team, and project messaging; an "Ask HR" channel; company and platform notices and broadcasts; a policy and document library; new-hire onboarding and government-form assembly; administrative dashboards, reporting, and export; a referral-credit program; promotional-code redemption; subscription and billing administration; and related administrative, notification, and operator capabilities.

We reserve the right, in our sole and absolute discretion and at any time, to establish, modify, augment, condition, limit, suspend, discontinue, or remove any feature, function, capability, entitlement, limit, or component of the Service, in whole or in part, with or without notice, and to make the availability of any feature contingent upon the applicable Subscription Plan, the Company configuration, geographic availability, or other criteria. We shall have no liability to you or to any third party arising from any such modification, limitation, suspension, or discontinuation.

Certain features may be designated as "beta," "preview," "pilot," "early access," or "experimental" (collectively, "Beta Features"). Beta Features are provided strictly on an as-is and as-available basis, may be incomplete, unstable, or discontinued at any time, are excluded from any service commitment, and may be subject to additional or superseding terms. Your use of any Beta Feature is entirely at your own risk.

3. Accounts, Registration, Roles, and Eligibility

To access the Service you must register an account or accept an invitation issued by a Company. You represent and warrant that: (a) you are at least eighteen (18) years of age and possess the legal capacity to enter into a binding agreement; (b) all registration and account information you provide is true, accurate, current, and complete, and you will maintain and promptly update it; (c) if you accept these Terms on behalf of a Company, you have the requisite authority to bind that Company; and (d) your use of the Service does not violate any applicable law, regulation, or contractual or fiduciary obligation to which you are subject.

Access rights, visibility, and functional permissions are governed by a role-and-scope model comprising, in descending order of privilege, administrative, human-resources, regional, departmental, team-supervisory, and non-supervisory designations, each further constrained by an organizational scope. Assignment, alteration, and revocation of roles and scopes are determined by the Company. You are responsible for all activity occurring under your credentials, for maintaining the confidentiality and security of your credentials, and for promptly notifying us of any actual or suspected unauthorized access or use. We are not liable for any loss or damage arising from your failure to safeguard your credentials.

Authentication may be effected by password, by federated single sign-on through supported third-party identity providers, and, on capable devices, by device-native biometric verification pursuant to Section 14. We may, in our discretion, refuse registration, reclaim credentials, or decline to provide the Service to any person or entity for any lawful reason.

4. Multi-Company Accounts, Access Resolution, and Invitations

A single account, corresponding to a single verified electronic-mail identity, may hold roles and associations with more than one Company. Where you are associated with multiple Companies, the Service resolves your available access on an employment-status-first, role-agnostic basis: association with a Company at which your employment status is inactive confers no access to that Company, notwithstanding the pendency of any administrative role; where you hold active status at two or more Companies, the Service may require you to elect the Company context in which to proceed; and where you hold only inactive associations, access may be withheld in its entirety.

Invitations to a Company are keyed to the combination of Company and electronic-mail address, which combination is enforced as unique. Creation of a new Company through the onboarding facility may be conditioned upon the absence of any pre-existing Company membership; associations with additional Companies are ordinarily effected by invitation only. Re-engagement of a previously inactive association may require re-verification of credentials and may result in the resetting of certain accrual balances to zero, all as further governed by the Company configuration and applicable policy.

5. Ownership, Administrator Continuity, and Account Recovery

Each Company account is associated with one or more owner-administrators vested with ultimate control over the account, including billing, ownership management, and the ability to add, modify, deactivate, or remove Authorized Users. Ownership and administrative control may be transferred, delegated, or shared only through the ownership-management facility of the Service and subject to such verification, authentication, and confirmation steps as we may require.

In the event a Company is rendered without an available owner-administrator (including by reason of departure, incapacity, or loss of access), continuity and recovery may be effected, at our discretion, through the ownership-management facility or through an operator-assisted recovery process conditioned upon verification of the Company by reference to a designated verification identifier (such as an employer or taxpayer identification number). We may decline any recovery request that we are unable to verify to our satisfaction, and we shall bear no liability for any consequence of our verification determinations. You acknowledge that the integrity of recovery depends upon the accuracy and currency of the verification information maintained in the account, which is your responsibility.

6. Subscriptions, Plans, Seats, Free Trial, and Auto-Renewal

The Service is furnished on a subscription basis. Fees are determined by the elected Subscription Plan and by the number of Seats, are billed in advance on a recurring (ordinarily monthly) basis, and, unless otherwise stated, are quoted and payable in United States dollars. Each Plan carries distinct feature entitlements, functional limitations, and seat parameters, including a minimum Seat commitment. We reserve the right to establish, revise, restructure, or reprice Plans, Seat pricing, entitlements, and limits, prospectively, upon such notice as may be required by applicable law.

Where a free trial is offered, it is made available for the stated duration and subject to the stated conditions; upon expiration of the trial, unless you have cancelled, your subscription may convert to a paid subscription and the applicable fees may be charged to your payment instrument. We may, in our discretion, modify, condition, limit, or withdraw any trial offer.

Seat entitlement is measured by the Service, and the addition of Authorized Users beyond the entitled Seat count may be gated, may require Plan upgrade or Seat expansion, and may result in additional fees. Downgrading a Plan, or reducing Seats, may restrict or disable features, may render certain content read-only or inaccessible, and may reduce entitlements, in each case effective as of the applicable billing determination; the preservation, exportability, or availability of any content following a downgrade is governed by Sections 8 and 21.

SUBSCRIPTIONS RENEW AUTOMATICALLY FOR SUCCESSIVE PERIODS UNTIL CANCELLED. By subscribing, you authorize us and our payment processor to charge the applicable fees, including renewal fees, to your designated payment instrument on a recurring basis without further authorization, until you cancel. You may cancel prospectively at any time through the billing facility; cancellation takes effect at the end of the then-current paid period, and, except as expressly stated herein or as required by applicable law, fees already paid are non-refundable and are not prorated.

7. Billing, Payment Processing, Invoices, Taxes, and Non-Payment

Payment processing is performed by a third-party payment processor, and your provision and use of payment instruments are additionally subject to that processor's terms and privacy practices. You represent and warrant that you are authorized to use the payment instrument you provide and authorize its charge for all amounts due. We do not store full payment-card numbers; such data is handled by the processor.

You are responsible for all applicable taxes, levies, duties, and governmental assessments associated with your subscription, exclusive of taxes based on our net income. Fees are stated exclusive of such taxes unless otherwise indicated. Invoices and payment records may be made available through the Service; you are responsible for reviewing them and for maintaining your own records for accounting and compliance purposes.

If any charge is declined, reversed, charged back, or otherwise not paid when due, we may, without limiting any other remedy and in addition to any late-payment or dunning charges permitted by law, suspend, restrict, downgrade, or terminate the Service, restrict access to features, and pursue collection of the amounts owed. During any period of non-payment, access may be limited to specified functions, and access may be restored upon cure of the delinquency, subject to the retention provisions herein.

8. Customer Data; Employer Responsibilities; Data Processing

As between the parties, and subject to our rights herein, Customer Data belongs to the Company. Each Company, and not Mutor Biz, is the party responsible for, and the controller of, the Customer Data it and its Authorized Users submit, and is solely responsible for the accuracy, quality, legality, sufficiency, and integrity of such data and for the manner in which it is acquired, used, and shared. Mutor Biz processes Customer Data as a service provider and processor acting on the Company's documented instructions, namely to provide, maintain, secure, and improve the Service and as otherwise permitted herein or required by law.

The Company represents, warrants, and covenants that it has and will maintain all rights, consents, notices, authorizations, and lawful bases necessary to collect, submit, and process Customer Data through the Service, including with respect to its personnel; that its use of the Service, and its collection, use, retention, and disclosure of Customer Data, comply with all applicable laws, including employment, wage-and-hour, leave, privacy, data-protection, biometric, and consumer-protection laws; and that it will provide all legally required notices to, and obtain all legally required consents from, its personnel. The Company shall defend, indemnify, and hold us harmless from any claim arising from its breach of the foregoing.

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to provide and support the Service, to prevent or address technical or security problems, to comply with law or lawful process, and to compile and use Aggregated Data for our lawful business purposes, including analytics and the operation, improvement, and development of the Service. We do not sell Customer Data.

9. Referral Program and Account Credits

We may, in our discretion, make available a referral program under which a participating Company may share a unique referral identifier and, upon the qualifying enrollment and paid subscription of a referred Company, both the referring and referred Companies may become eligible for a Referral Credit, subject to the program rules then in effect. Eligibility, issuance, amount, timing, and use of any Referral Credit are governed by such rules, which may include, without limitation: issuance only upon a first qualifying paid payment (that is, following the conclusion of any free trial or promotional period); a minimum threshold for application; a periodic cap on credits earned within a rolling anniversary period; the non-application of credits where they are less than the applicable seat price; and the non-earning of credits during, or by reason of, non-qualifying transactions.

Referral Credits have NO CASH OR MONETARY VALUE, are non-transferable, are not redeemable for cash or resale, do not constitute a security, gift card, stored-value instrument, or property, and may be applied solely toward eligible subscription charges within the Service. We may, in our discretion and without liability, modify, condition, suspend, or discontinue the referral program in whole or in part; adjust, withhold, expire, reverse, or reclaim any credit obtained through error, fraud, abuse, or violation of the program rules or these Terms; and impose additional eligibility and anti-abuse requirements. Operator-initiated adjustments to a Company's credit balance may be made without limit and are not subject to any earning cap.

10. Promotional Codes and Discounts

We may offer Promotional Codes that confer a discount or benefit subject to the terms accompanying each such code. Except as expressly provided, Promotional Codes: are void where prohibited; have no cash value; may not be combined; may be limited as to eligibility, plan, duration, and quantity; may be limited to a single redemption per Company; and may be modified, suspended, revoked, deactivated, or discontinued at any time. Deactivation or revocation of a code, or discontinuation of a promotion, ordinarily bars new redemptions only and does not, of itself, terminate a discount already attached to an existing subscription, which may continue for its stated duration unless separately removed. We reserve the right to withhold or reverse any benefit obtained through error, fraud, abuse, or ineligibility.

11. Acceptable Use

You shall not, and shall not permit or enable any person to: (a) use the Service in violation of any applicable law or third-party right, or to store or transmit unlawful, infringing, defamatory, harassing, or tortious material, or malicious code; (b) access or use the Service to build or benefit a competing product, or reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Service, except to the extent such restriction is prohibited by applicable law; (c) copy, modify, translate, create derivative works from, frame, mirror, scrape, or index any portion of the Service; (d) circumvent, disable, or interfere with any security, authentication, rate-limiting, entitlement, metering, or access-control feature, or probe, scan, or test the vulnerability of the Service without authorization; (e) impose an unreasonable or disproportionately large load on the Service, or interfere with its integrity, performance, or availability; (f) misrepresent your identity, affiliation, or authority, or falsify location, time, or attendance data; (g) resell, sublicense, rent, lease, time-share, or provide the Service to third parties except as expressly permitted; or (h) use the Service to circumvent applicable wage-and-hour, leave, tax, or employment obligations. We may investigate suspected violations and take any responsive action we deem appropriate, including suspension or termination.

12. Location, Geofencing, and Time Capture

Certain time-capture features rely upon device location. Location is captured only at the discrete moment an Authorized User affirmatively initiates a clock, break, or exception action, and, except where an Authorized User expressly and separately opts in to an optional perimeter-reminder feature that employs background geofence transitions, the Service does not perform continuous or passive location tracking. Where the optional perimeter-reminder feature is enabled by the Authorized User, limited background location processing occurs solely to deliver local reminders and remains subject to the Authorized User's device permissions, which may be revoked at any time.

Location and time data are captured, validated, and bucketed for attendance and scheduling purposes, and may be validated against Company-designated worksite perimeters, including home perimeters designated for work-from-home arrangements. The Company is responsible for configuring worksites, perimeters, radii, time zones, work rules, and related parameters, and for ensuring that its collection and use of location and time data, and its provision of notice to and procurement of consent from its personnel, comply with applicable law. Location and time data are estimates derived from device signals and may be affected by device, network, environmental, and other factors; we do not warrant their precision or accuracy.

13. Leave, Accrual, and Approval Routing

The Service provides tools for the submission, routing, approval, and tracking of leave and time off, and for the computation and display of accrual, carryover, cap, and payout information, in each case according to the policies and parameters configured by the Company. Approval routing, escalation, supervisor designation, and automatic-approval behavior operate according to the Company's organizational structure and configuration, and may include automatic routing, time-based escalation, and, for certain top-of-organization requesters, automatic disposition.

All accrual, balance, carryover, cap, payout, eligibility, and waiting-period outputs are informational, are generated from Company-configured parameters and submitted inputs, and do not constitute legal, tax, or human-resources advice or a determination of any statutory entitlement. The Company remains solely responsible for the lawfulness, accuracy, and administration of its leave and accrual policies and for compliance with all applicable leave, sick-time, and wage laws. We do not warrant that any configuration conforms to any legal requirement.

14. Biometric Authentication

On capable devices, and at the Authorized User's election, the Service may support expedited sign-in via device-native biometric verification (such as fingerprint or facial recognition). Any biometric matching is performed entirely by the operating system of the User's device; the Service does not collect, receive, store, or have access to any biometric identifier or biometric information, and biometric verification serves only as a local gate to a persisted session on that device. The Authorized User may disable biometric sign-in at any time, and an alternative authentication method remains available. The Company and its personnel are responsible for compliance with any applicable biometric-privacy law with respect to their own election and use of this optional convenience.

15. Communications, Notifications, and Notices

By using the Service you consent to receive communications from us and from your Company through the Service and by electronic mail, including transactional, administrative, security, billing, and service-related messages, and, on mobile applications, push notifications. Certain categories of communication are integral to the Service and may not be capable of being disabled; others may be managed through available preference controls, including per-category push controls. Notices, notifications, broadcasts, and announcements delivered through the Service, including platform notices and Company notices, are informational, and we do not guarantee the delivery, timeliness, receipt, or retention of any communication. You are responsible for maintaining accurate contact information and for the security of the devices and accounts through which you receive communications.

16. Payroll Summaries Are Informational

PAYROLL AND COMPENSATION SUMMARIES, ESTIMATES, CALCULATIONS, AND OUTPUTS GENERATED BY THE SERVICE ARE INFORMATIONAL ONLY, ARE DERIVED FROM COMPANY-CONFIGURED PARAMETERS AND SUBMITTED INPUTS, AND MUST BE INDEPENDENTLY REVIEWED, VERIFIED, AND APPROVED BY THE EMPLOYER AND/OR ITS PAYROLL PROVIDER BEFORE ANY PAYMENT, WITHHOLDING, FILING, OR OTHER ACTION. SUCH OUTPUTS DO NOT CONSTITUTE PAYROLL PROCESSING, TAX, ACCOUNTING, LEGAL, OR FINANCIAL ADVICE, AND DO NOT EFFECT PAYMENT. The Service is not a payroll processor, employer of record, tax preparer, benefits administrator, or fiduciary, and does not calculate, withhold, remit, or file taxes or make payments. The Company is solely responsible for the correctness and lawful use of all payroll and compensation determinations.

17. Onboarding and Government Forms

The Service may assist in the assembly, pre-population, and electronic completion of new-hire onboarding materials and government forms based upon information supplied by the Company and its personnel. Any such assistance is a clerical convenience and does not constitute legal, tax, immigration, or compliance advice, and does not verify the accuracy, completeness, currency, validity, or legal sufficiency of any form, field mapping, signature placement, or submission. The Company is solely responsible for selecting the correct forms and versions, for the accuracy and completeness of the information submitted, for obtaining any required signatures and consents, and for compliance with all applicable onboarding, eligibility-verification, tax-withholding, and recordkeeping requirements.

18. Intellectual Property; Feedback

As between the parties, Mutor Biz and its licensors own and retain all right, title, and interest in and to the Service and all software, technology, models, designs, user interfaces, text, graphics, logos, trademarks, service marks, trade dress, documentation, and other materials comprising or relating to the Service, and all intellectual-property and proprietary rights therein. Except for the limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service in accordance with these Terms and your Subscription Plan, no rights are granted to you, whether by implication, estoppel, or otherwise, and all rights not expressly granted are reserved. The WeERM name, logo, and product names are marks of Mutor Biz and may not be used without our prior written consent.

If you submit any suggestion, idea, enhancement request, recommendation, opinion, or other feedback regarding the Service ("Feedback"), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, and exploit such Feedback for any purpose, without restriction, attribution, or compensation, and you waive any moral or similar rights therein to the extent permitted by law.

19. Third-Party Services and Integrations

The Service interoperates with, relies upon, or links to services, software, and infrastructure provided by third parties, including, without limitation, cloud hosting and database providers, authentication and identity providers, payment processing, electronic-mail and messaging delivery, mapping and geolocation, and mobile application and push-notification platforms. Your use of any third-party service is governed by that third party's terms and privacy practices, for which we are not responsible. We do not endorse, and are not liable for, any third-party service, and the availability, performance, or discontinuation of any third-party service may affect the Service without liability to us.

20. Confidentiality

Each party may be exposed to non-public information of the other party that is designated confidential or that should reasonably be understood to be confidential ("Confidential Information"). The receiving party shall use the disclosing party's Confidential Information only as necessary to exercise its rights and perform its obligations hereunder, shall protect it with at least reasonable care, and shall not disclose it except to personnel and advisors with a need to know who are bound by confidentiality obligations no less protective. Confidential Information excludes information that is or becomes public through no fault of the receiving party, was rightfully known without restriction, is independently developed, or is rightfully obtained from a third party without restriction. The receiving party may disclose Confidential Information as required by law or legal process, subject, where lawful, to reasonable prior notice.

21. Suspension, Termination, Downgrade, and Post-Termination Data

We may suspend, restrict, condition, downgrade, or terminate your access to the Service, in whole or in part, immediately and with or without notice, if: (a) you breach these Terms; (b) your account is delinquent; (c) your use poses a security, legal, or operational risk, or may subject us or any third party to liability; (d) required by law or lawful process; or (e) you cease to have an active, authorized association with a Company. A Company may deactivate an Authorized User, and an Authorized User's access follows the Company's determinations of status and role.

Upon termination, your right to access and use the Service ceases. Following termination or account closure, we may retain, delete, de-identify, or anonymize Customer Data in accordance with our data-retention practices, our Privacy Policy, applicable law, and our legitimate business, security, audit, backup, and legal-hold requirements. We are not obligated to retain or return Customer Data beyond any period stated in our Privacy Policy or required by law, and we may permanently and irretrievably delete such data thereafter without liability. It is your responsibility to export or retain your own copies of Customer Data prior to termination. Any provision that by its nature should survive termination shall survive, including Sections 8 through 28.

22. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, INCLUDING ALL FEATURES, CONTENT, OUTPUTS, AND BETA FEATURES, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. Mutor Biz AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, THAT DATA OR OUTPUTS WILL BE ACCURATE, COMPLETE, OR PRESERVED, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR COMPLY WITH ANY LEGAL OBLIGATION APPLICABLE TO YOU. NO ADVICE OR INFORMATION OBTAINED FROM US CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN EXCLUSIONS, WHICH MAY NOT APPLY TO YOU.

23. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Mutor Biz OR ITS AFFILIATES, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, DATA, USE, OR BUSINESS OPPORTUNITY, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF Mutor Biz AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY, SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES ACTUALLY PAID BY THE APPLICABLE COMPANY TO US FOR THE SERVICE DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS (US$100). THE FOREGOING LIMITATIONS ALLOCATE RISK BETWEEN THE PARTIES, FORM AN ESSENTIAL BASIS OF THE BARGAIN, AND APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, WHICH MAY NOT APPLY TO YOU.

24. Indemnification

You shall defend, indemnify, and hold harmless Mutor Biz and its affiliates, licensors, suppliers, and their respective officers, directors, employees, and agents from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your or your Authorized Users' access to or use of the Service; (b) Customer Data, including its collection, content, accuracy, or use, and any claim by any of your personnel or any third party relating thereto; (c) your violation of these Terms or of any applicable law or third-party right, including employment, wage-and-hour, leave, privacy, biometric, tax, or data-protection law; or (d) your configuration, administration, or reliance upon any output of the Service. We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, in which event you shall cooperate with us; you shall not settle any matter in a manner that imposes any obligation or admission on us without our prior written consent.

25. Governing Law; Arbitration; Class-Action Waiver; Venue

These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or the Service, shall be governed by and construed in accordance with the laws of the State of California, exclusive of its conflict-of-laws principles, and, where applicable, the Federal Arbitration Act.

PLEASE READ THIS SECTION CAREFULLY; IT AFFECTS YOUR LEGAL RIGHTS. To the fullest extent permitted by applicable law, the parties agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service that cannot be resolved informally shall be resolved by final and binding individual arbitration administered by a recognized arbitration provider under its then-current commercial rules, seated in the State of California, rather than in court, except that either party may bring an individual action in small-claims court and either party may seek injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual-property or confidentiality rights. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT DISPUTES SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. If the class-action or representative-action waiver is found unenforceable as to a particular claim, that claim shall be severed and adjudicated in court, while all other claims proceed in arbitration. To the extent any dispute proceeds in court, the parties submit to the exclusive jurisdiction and venue of the state and federal courts located in California. Any claim must be brought within one (1) year after it accrues, to the extent permitted by applicable law.

26. Changes to These Terms

We may modify these Terms from time to time. When we do, we will revise the version identifier and effective date above and, where required by applicable law or where the changes are material, may provide additional notice. Changes are effective upon posting unless otherwise stated. Your continued access to or use of the Service after the effective date of any revised Terms constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must cease using the Service. It is your responsibility to review these Terms periodically.

27. Chat, Messaging, and User Content

The Service may make available direct, team, and project messaging, an "Ask HR" channel, notices, comments, and comparable communication features (collectively, the "Communication Features"). The Communication Features are furnished as an intra-organizational instrument intended to facilitate lawful workplace coordination, collaboration, and productivity among a Company's Authorized Users. All messages, text, images, files, and other material transmitted, posted, or generated through the Communication Features (collectively, "Content") constitute user-generated content that is authored, transmitted, and disseminated by, and remains the sole and exclusive responsibility of, the originating Authorized User and the Company under which such user acts. Mutor Biz neither authors, originates, adopts, sponsors, endorses, ratifies, verifies, nor assumes ownership of any Content, and no Content shall be attributed to or deemed the expression of Mutor Biz.

You shall not, and shall not permit or enable any person to, employ the Communication Features to author, transmit, post, publish, distribute, disseminate, facilitate, solicit, procure, or induce any of the following: (a) abusive, profane, vulgar, obscene, threatening, or degrading language; (b) defamatory, libelous, slanderous, or disparaging statements; (c) harassment, bullying, intimidation, coercion, stalking, or discriminatory conduct; (d) the advertisement, promotion, marketing, solicitation, offer, or sale of any goods or services; or (e) any unlawful, fraudulent, or tortious material, act, or conduct, or any material, act, or conduct that promotes, enables, facilitates, solicits, procures, or induces the same, including without limitation sexually explicit or exploitative material, controlled or illicit substances, weapons, firearms, or explosives, self-harm or suicide or the encouragement thereof, gambling, and the planning, conspiracy, solicitation, commission, or facilitation of any crime or unlawful act. Any person engaging in, or enabling, any of the foregoing may have their access summarily suspended or terminated and may be subject to civil liability, criminal prosecution, and referral by the affected party or parties to law enforcement or other competent authorities.

You expressly acknowledge, covenant, and agree that Mutor Biz acts solely and exclusively as a neutral, passive technological intermediary and conduit that furnishes the technical means by which Authorized Users elect to communicate, and that Mutor Biz is not, and shall under no circumstances be construed or deemed to be, a party to, participant in, publisher or speaker of, arbiter of, mediator of, investigator of, or adjudicator of, nor a reporting agent, agent, fiduciary, counsel, or legal representative with respect to, any Content, communication, transaction, dispute, or controversy among or involving Authorized Users, Companies, or third parties. Mutor Biz does not pre-screen or monitor Content and undertakes no obligation to pre-screen, monitor, curate, or verify the same, and Mutor Biz does not and shall not mediate, arbitrate, adjudicate, resolve, prosecute, defend, report, represent, or otherwise intervene in any dispute or controversy arising out of or relating to any Content or inter-user conduct, all of which are matters solely among the users and Companies concerned.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING SECTIONS 22 THROUGH 24, Mutor Biz EXPRESSLY DISCLAIMS, EXCLUDES, AND SHALL BEAR NO LIABILITY, RESPONSIBILITY, OR OBLIGATION OF ANY KIND OR NATURE WHATSOEVER, WHETHER CIVIL, CRIMINAL, ADMINISTRATIVE, STATUTORY, OR OTHERWISE, AND WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHERWISE, ARISING OUT OF OR RELATING TO ANY CONTENT OR TO ANY ACT, OMISSION, TRANSACTION, DISPUTE, HARM, INJURY, LOSS, OR DAMAGE AUTHORED, COMMITTED, SUFFERED, OR CAUSED BY OR AMONG AUTHORIZED USERS, COMPANIES, OR THIRD PARTIES, AND SHALL BE, AND HEREBY IS, HELD FREE AND HARMLESS FROM ANY AND ALL LIABILITY, PENALTY, SANCTION, CLAIM, OR CAUSE OF ACTION IN CONNECTION THEREWITH. The originating Authorized User and the Company under which such user acts bear sole and exclusive responsibility for all Content and every consequence thereof, and shall defend, indemnify, and hold Mutor Biz harmless therefrom in accordance with the Indemnification section of these Terms.

Mutor Biz reserves the right, in its sole and absolute discretion but without any obligation or duty to do so, to review, moderate, restrict, blur, withhold, suspend, remove, or disable any Content or access, and to preserve or disclose Content where it believes in good faith that such action is reasonably necessary or is permitted or required by applicable law or legal process. Where Mutor Biz receives, through the Service, a report of Content or conduct alleged to violate these Terms, Mutor Biz undertakes to use commercially reasonable efforts to review such report and to take such responsive action, if any, as Mutor Biz in its sole discretion deems appropriate; provided, however, that any such review or action is undertaken purely voluntarily and as a discretionary accommodation, does not constitute, create, assume, or evidence any legal duty, obligation, warranty, guarantee, representation, or standard of care, does not render Mutor Biz a party to, arbiter of, guarantor of, or liable for any Content, dispute, or controversy, and shall in no event derogate from, diminish, or waive any disclaimer, exclusion, or limitation of liability set forth in these Terms.

28. Miscellaneous

These Terms, together with the Privacy Policy and any order, plan selection, or supplemental terms referenced herein, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous understandings. You may not assign or transfer these Terms or any rights or obligations hereunder without our prior written consent, and any purported assignment in violation of the foregoing is void; we may freely assign these Terms. There are no third-party beneficiaries. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary or severed, and the remaining provisions shall remain in full force and effect. Our failure to enforce any provision is not a waiver, and no waiver is effective unless in writing. Neither party is liable for any delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control. Notices to us must be sent to the contact address below; we may provide notices to you through the Service or by electronic mail. The relationship of the parties is that of independent contractors, and nothing herein creates any partnership, joint venture, agency, or employment relationship.

29. Contact

Questions regarding these Terms may be directed to Mutor Biz at info@weerm.com.