Terms of Service
Effective Date: March 23, 2026
These Terms of Service (“Terms”) govern your access to and use of the WorkMate application, related website(s), services, integrations and documentation (collectively, the “App”) provided by Workmate Commerce Ltd. ("WorkMate", "we", "our" or "us"). By installing, accessing, or using the App (including installing the App on any Shopify store or other platform), you (“you”, “your” or the “Customer”) agree to be bound by these Terms and by the WorkMate Privacy Policy located at https://www.workmatepos.co/privacy-policy (the “Privacy Policy”), which is incorporated by reference.
If you do not agree to these Terms, do not install or use the App.
1. Definitions
“Account” means the account created for you to access and use the App.
“Customer Data” means all electronic data, content, information and materials submitted to the App by or for Customer.
“Documentation” means the user guides, developer manuals, online help and other documentation provided by WorkMate describing the App and its features.
“Confidential Information” means non-public information that is marked or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
2. License Grant & Restrictions
2.1 License
Subject to these Terms and payment of any applicable fees, WorkMate grants you a limited, non-exclusive, non-sublicensable, non-transferable license to install and use the App only for your internal business purposes and only in accordance with the Documentation and these Terms.
2.2 Restrictions
Except as expressly permitted by WorkMate in writing, you shall not, and shall not permit any third party to:
a. Copy, modify, reproduce, create derivative works from or distribute any code, content or materials comprising the App;
b. Remove, alter, or obscure any copyright, trademark, patent, or other proprietary notices contained in the App or Documentation;
c. Sell, lease, sublicense, distribute, transfer, time-share, or allow third-party access to the App other than in a manner expressly authorized by these Terms;
d. Use the App to develop a competitive product or service or to create a substantially similar product or service;
e. Attempt to gain unauthorized access to the App, other accounts, or other computer systems or networks connected to the App; or
f. Use the App in a way that violates applicable law or third-party rights.
2.3 Anti-Reverse-Engineering / No Derivation
You acknowledge and agree that the App, including all underlying software, services, interfaces, APIs, data structures, algorithms, processes, components, trade secrets, documentation and Confidential Information (collectively “WorkMate Materials”), are proprietary to WorkMate. You shall not, and shall not permit any third party to, directly or indirectly:
a. Decompile, disassemble, reverse engineer, translate, port, or otherwise attempt to derive the source code, object code, underlying structure, ideas, know-how, algorithms, or trade secrets of any portion of the App or WorkMate Materials;
b. Use or access the App for the purpose of creating a competing product, service, or API that replicates or exposes WorkMate’s functionality or interfaces;
c. Use any tool, device, software or process to discover, copy, record, circumvent, bypass or defeat any license key, authentication mechanism, security control, obfuscation or other protection used by WorkMate;
d. Attempt to extract, export, harvest, scrape, or collect data or content from the App in bulk or in a manner not authorized in the Documentation; or
e. Attempt to reverse engineer, test, probe, crawl, or scan the App, except to the extent and only to the limited extent that applicable law (a) expressly permits such activity despite a contractual prohibition, or (b) requires reverse engineering for interoperability and you first provide WorkMate written notice and an opportunity to reasonably cooperate on a mutually acceptable solution (for example, a license or interoperability specification).
Any permitted reverse engineering required by applicable law must be limited to the scope specifically required by that law and in no event may you disclose WorkMate’s Confidential Information obtained by such means.
3. Installation, Use and Access
You are responsible for all activity that occurs under your Account, including ensuring that any person who installs the App on your behalf complies with these Terms.
You must not install the App on systems, sites or stores you are not authorized to control. Unauthorized installation strictly violates these Terms and may give rise to injunctive relief and damages.
WorkMate may monitor your use of the App and audit your compliance with these Terms. You will provide reasonable cooperation and access to information necessary to perform such audits.
You are solely responsible for ensuring that your use of the App complies with all applicable laws, rules, regulations, and third-party rights in each jurisdiction in which you operate, including without limitation data protection, consumer protection, tax, and employment laws.
You shall not use the App to store, transmit, or process any data that you do not have the lawful right to use, or any data that is unlawful, harmful, defamatory, obscene, or otherwise objectionable.
You acknowledge that WorkMate has no obligation to monitor or review Customer Data but may do so in connection with providing the App or ensuring compliance with these Terms.
You are responsible for obtaining and maintaining all equipment, software, and internet connections necessary to access and use the App, and WorkMate shall have no liability for any failure or degradation of the App caused by your equipment, connectivity, or third-party services.
4. Customer Data & Privacy
You retain ownership of Customer Data. By using the App you grant WorkMate the rights necessary to provide the App, which may include storing, transmitting and processing Customer Data. WorkMate's use and handling of Customer Data is governed by the Privacy Policy.
You represent and warrant that you have the necessary rights, consents and legal bases to provide Customer Data to WorkMate and to permit WorkMate's processing of the Customer Data as described in the Privacy Policy and Documentation.
Privacy Legislation Compliance. Each party shall comply with its respective obligations under applicable privacy and data protection legislation, including without limitation the Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) ("PIPEDA"), the Personal Information Protection Act (S.B.C. 2003, c. 63) ("BC PIPA"), and any substantially similar provincial or state privacy legislation applicable to the parties' activities under these Terms. You acknowledge that WorkMate may store and process Customer Data in Canada and the United States, and you consent to any such cross-border transfer. You are solely responsible for providing all required notices to, and obtaining all required consents from, individuals whose personal information is included in Customer Data, and for ensuring that your provision of Customer Data to WorkMate and WorkMate's processing thereof as contemplated by these Terms and the Privacy Policy complies with all applicable privacy legislation.
5. Intellectual Property
All right, title and interest in and to the App, WorkMate Materials and Documentation (including all intellectual property rights) are and will remain the exclusive property of WorkMate and its licensors. Except for the limited license expressly granted in Section 2, you are not granted any right, title or interest in the App, WorkMate Materials or Documentation.
Customization & Configuration IP. Any workflows, configurations, templates, settings, automations, rules, layouts, or other customizations created, configured, or implemented by you or on your behalf within the App (collectively, "Configurations") do not constitute derivative works and do not grant you any intellectual property rights in or to the App or WorkMate Materials. All underlying technology, architecture, frameworks, tools, and platform components used to enable such Configurations remain the exclusive property of WorkMate. WorkMate may freely use, reproduce, and incorporate any general concepts, techniques, patterns, or know-how reflected in such Configurations for any purpose, including improving the App and developing new features or products for other customers.
6. Confidentiality
Each party shall: (a) hold Confidential Information of the other in strict confidence; (b) not use the Confidential Information of the other except as necessary to exercise its rights and perform its obligations under these Terms; and (c) not disclose such Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in these Terms. The foregoing does not apply to information that is publicly known, rightfully received from a third party without confidentiality obligations, independently developed without using Confidential Information, or that the recipient is required to disclose by law (in which case the recipient shall only disclose that portion and shall give prior notice where permitted).
7. Fees and Payment
If applicable, fees and payment terms for the App are set forth in the order, pricing page, or invoice for the App. All fees are non-refundable except as expressly stated. Late payments may accrue interest. WorkMate may suspend or terminate access to the App for unpaid fees after providing notice.
8. Term & Termination
These Terms commence on the Effective Date and continue until terminated. Either party may terminate these Terms for material breach by the other party if the breaching party fails to cure within thirty (30) days after written notice. WorkMate may suspend or terminate your access immediately for breach of Section 2.3 (Anti-Reverse-Engineering) or other material breaches that put WorkMate's intellectual property at risk. WorkMate may also suspend your access to the App at any time without liability if WorkMate reasonably believes that: (i) your use of the App poses a security risk or may adversely affect WorkMate's systems or other customers; (ii) your use may subject WorkMate to liability; (iii) you are using the App in violation of applicable law; or (iv) suspension is required by law or by a third-party platform provider (including Shopify).
Upon termination: (a) all licenses granted to you shall immediately terminate; (b) you will cease all use of the App and WorkMate Materials; and (c) at WorkMate’s option, WorkMate may delete or otherwise dispose of Customer Data in accordance with the Privacy Policy. Termination does not affect either party’s rights or obligations that accrued prior to termination.
9. Warranties & Disclaimers
Limited Warranty. WorkMate warrants that it will provide the App in a professional manner consistent with generally accepted industry standards. For any breach of this limited warranty, your exclusive remedy and WorkMate’s sole obligation will be for WorkMate to use commercially reasonable efforts to correct the nonconformity or, if WorkMate cannot reasonably correct the nonconformity, to terminate the applicable license and refund any prepaid fees for the affected period.
Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO ANY WARRANTIES OR CONDITIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (INCLUDING ANY APPLICABLE PROVINCIAL OR STATE CONSUMER PROTECTION LEGISLATION), THE APP AND WORKMATE MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WORKMATE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WORKMATE DOES NOT WARRANT THAT: (A) THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) DEFECTS IN THE APP WILL BE CORRECTED; (C) THE RESULTS OBTAINED FROM THE USE OF THE APP WILL BE ACCURATE, RELIABLE, OR MEET YOUR EXPECTATIONS; OR (D) THE APP WILL BE COMPATIBLE WITH ANY PARTICULAR HARDWARE, SOFTWARE, OR THIRD-PARTY SERVICE. YOU ACKNOWLEDGE THAT YOUR USE OF THE APP IS AT YOUR SOLE RISK AND DISCRETION.
No Responsibility for Customer Obligations. WorkMate is not responsible for any of your tax obligations, regulatory compliance, or legal liabilities arising from or related to your use of the App or your operation of your business. You are solely responsible for determining, collecting, withholding, reporting, and remitting any applicable taxes, duties, fees, or surcharges arising from your use of the App or transactions facilitated by the App.
Tax Calculation Disclaimer. To the extent the App provides, displays, facilitates, or integrates with any tax calculation, tax rate lookup, or tax reporting functionality (whether directly or through third-party tax engines, services, or integrations), such functionality is provided for convenience and informational purposes only. WORKMATE MAKES NO REPRESENTATION OR WARRANTY THAT ANY TAX CALCULATIONS, RATES, EXEMPTIONS, OR REPORTS PROVIDED BY OR THROUGH THE APP ARE ACCURATE, COMPLETE, OR CURRENT. You are solely responsible for verifying all tax amounts, rates, classifications, exemptions, and filings, and for ensuring compliance with all applicable tax laws and regulations in every jurisdiction in which you operate. WorkMate shall have no liability for any errors, omissions, or inaccuracies in tax calculations or for any penalties, interest, assessments, or other consequences arising from reliance on tax data provided by or through the App.
POS Transaction & Payment Processing Disclaimer. WorkMate is not a payment processor, payment service provider, or financial institution. WorkMate does not process, handle, store, or have access to payment card data, and bears no responsibility for payment processing, payment authorization, chargebacks, refunds, payment disputes, or PCI DSS compliance. You are solely responsible for your relationship with your payment processor(s) and for compliance with all applicable payment card industry standards. WorkMate shall have no liability for any transaction failures, duplicate transactions, incorrect transaction amounts, declined payments, or any other payment-related issues, whether arising from network failures, hardware malfunctions, third-party payment processor errors, or any other cause. Any point-of-sale transaction data displayed or processed through the App is provided on an "as is" basis and WorkMate does not guarantee its accuracy, completeness, or timeliness.
10. Indemnity
You shall indemnify, defend and hold WorkMate and its parent, subsidiaries, affiliates, officers, directors, employees, agents, contractors, and suppliers harmless from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with: (a) your use of the App in a manner not authorized by these Terms or the Documentation; (b) any breach of these Terms by you, your employees, agents, or subcontractors; (c) any claim that Customer Data or your use of the App infringes or violates a third party's intellectual property, privacy, or other rights; (d) your violation of any applicable law, regulation, or governmental order; (e) any dispute between you and your customers, end users, or any third party relating to the App or your business; (f) your failure to comply with applicable tax, privacy, data protection, consumer protection, or other regulatory obligations; (g) any claim arising from third-party services, products, or integrations that you use in conjunction with the App; or (h) any representations or warranties you make to your customers or end users regarding the App beyond what is stated in the Documentation.
You will be responsible for any breach of these Terms by your affiliates, employees, agents, or subcontractors and will be liable as if it were your own breach.
WorkMate will indemnify and defend you against a third-party claim that the App, as provided by WorkMate, infringes a third party’s U.S. or Canadian patent, copyright or trademark, provided you: (i) notify WorkMate promptly in writing of the claim; (ii) give WorkMate sole control of the defense and settlement; and (iii) provide reasonable assistance and information. WorkMate’s obligations under this Section are subject to the limitations in Section 11 and do not apply to claims arising from Customer Data, third party software, or modifications made by you.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WORKMATE’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM THESE TERMS OR THE APP SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO WORKMATE FOR THE APP IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO (A) YOUR BREACH OF SECTION 2 (LICENSE & RESTRICTIONS) OR SECTION 6 (CONFIDENTIALITY), (B) LIABILITY FOR YOUR INDEMNITY OBLIGATIONS, OR (C) LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WORKMATE SHALL NOT BE LIABLE FOR ANY LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, DEVICE FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING FROM YOUR USE OF THE APP. WORKMATE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM INTERRUPTION, SUSPENSION, OR TERMINATION OF THE APP, WHETHER JUSTIFIED OR NOT, NEGLIGENT OR INTENTIONAL, INADVERTENT OR ADVERTENT. ANY CLAIMS REGARDING UNEXPECTED FUNCTIONALITY OR MALFUNCTIONS OF THE APP MUST BE COMMUNICATED TO WORKMATE PROMPTLY AND IN NO EVENT LATER THAN THIRTY (30) DAYS AFTER SUCH EVENT HAS OCCURRED; WORKMATE SHALL HAVE NO LIABILITY FOR EVENTS NOT TIMELY DISCLOSED.
12. Remedies
You acknowledge that monetary damages would be an inadequate remedy for breach of Section 2.3 (Anti-Reverse Engineering), Section 5 (Intellectual Property) and Section 6 (Confidentiality), and WorkMate will be entitled to seek injunctive and other equitable relief to prevent or curtail any such breach or threatened breach without showing actual damages and without limiting any other remedies available at law or in equity.
13. Third-Party Services and Shopify
The App may integrate with third-party services (including Shopify). Your use of such third-party services is entirely at your own risk and discretion and is subject to the third-party's terms and privacy policies. WorkMate is not responsible for the third party's performance or for their collection and use of data. WorkMate does not provide any warranties or representations with respect to any third-party service or provider, and the availability or integration of any third-party service does not constitute an endorsement, authorization, or sponsorship by WorkMate.
If you install the App via the Shopify App Store or otherwise use the App in conjunction with Shopify, you acknowledge and agree that Shopify may have rights regarding the App and that your use of the App is subject to Shopify's terms, policies, and developer requirements. WorkMate shall not be liable for any actions taken by Shopify, including without limitation any suspension, disabling, or removal of the App from the Shopify App Store at any time and without notice.
Under no circumstances shall WorkMate be liable for any direct, indirect, incidental, special, consequential, punitive, or other damages whatsoever that result from any third-party service or your relationship with any third-party provider, even if WorkMate has been advised of the possibility of such damages.
You agree to indemnify and hold WorkMate harmless from any claim or demand, including reasonable attorneys' fees, arising out of your use of any third-party service or your relationship with any third-party provider used in conjunction with the App.
Shopify API & Platform Dependency. You acknowledge and agree that the App relies on application programming interfaces ("APIs"), webhooks, and other technical services provided by Shopify and other third-party platforms. WorkMate has no control over the availability, performance, functionality, or terms of such APIs and platform services. WorkMate shall have no liability for any loss of functionality, data, or service availability caused by changes to, deprecation of, rate limiting of, or discontinuation of any Shopify or third-party API, webhook, or platform service, whether or not such changes are made with or without notice. If Shopify or any third-party platform modifies its APIs or services in a manner that materially affects the App, WorkMate may, in its sole discretion, modify, limit, or discontinue affected features of the App without liability to you.
Integration & Middleware Disclaimer. The App may connect to, pass data through, or receive data from third-party middleware, enterprise resource planning (ERP) systems, order management systems, inventory management platforms, tax engines, fulfillment providers, and other external services (collectively, "External Systems"). WorkMate disclaims all responsibility for the accuracy, completeness, timeliness, or integrity of any data once it is transmitted to or received from any External System. You are solely responsible for the correct configuration of any integrations between the App and External Systems, and for verifying the accuracy of all data flowing between the App and such systems. WorkMate shall have no liability for any data loss, data corruption, data duplication, processing errors, synchronization failures, or business disruptions arising from the interaction between the App and any External System, regardless of whether such interaction was facilitated, recommended, or enabled by WorkMate.
14. Export Compliance
You shall comply with all export and import laws and regulations of Canada and other applicable jurisdictions in connection with your use of the App. You shall not, directly or indirectly, export, re-export, or transfer any App or technology outside of Canada or to any country, person, or entity subject to a trade embargo or that is otherwise prohibited without required governmental approvals.
15. Force Majeure
Neither party shall be liable for any delay or failure to perform its obligations under these Terms (except for payment obligations) where such delay or failure results from any cause beyond the reasonable control of that party, including but not limited to acts of God, natural disasters, epidemics, pandemics, fire, flood, earthquake, war, terrorism, riots, civil disorder, strikes, labour disputes, governmental actions or orders, shortage of supply, power failures, internet or telecommunications failures, equipment failure, cyberattacks, denial-of-service attacks, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems ("Force Majeure Event"). The affected party shall give prompt written notice to the other party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate its effects. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate these Terms upon written notice to the other party.
16. Assumption of Risk & No Guarantee of Results
You expressly acknowledge and agree that your use of the App is at your sole risk. WorkMate does not guarantee any specific results, outcomes, or benefits from using the App. The App is a tool and WorkMate makes no representation that the App will generate any particular revenue, savings, efficiencies, or business results for you.
You agree to assess and mitigate your own risks that may arise from using the App, including but not limited to risks of data loss, business interruption, incorrect data processing, or integration failures. You release WorkMate, its officers, directors, employees, agents, and contractors from any liabilities or losses caused as a result of using the App, except to the extent arising directly from WorkMate's gross negligence or willful misconduct.
You acknowledge that the App operates in complex environments involving third-party platforms, networks, and integrations, and that WorkMate cannot control the performance, reliability, or availability of such third-party components.
17. Customer Data Backups
You are solely responsible for maintaining backup copies of all Customer Data. WorkMate shall not be liable for any loss, corruption, or destruction of Customer Data, regardless of the cause, including without limitation system failure, cyberattack, or human error. WorkMate recommends that you maintain regular independent backups of all Customer Data and that you verify the integrity of any data processed through the App. Upon termination of these Terms, it is your sole responsibility to retrieve or download any Customer Data before WorkMate deletes it in accordance with the Privacy Policy.
18. Service Availability
WorkMate does not guarantee any specific level of uptime, availability, or performance for the App. The App may be temporarily unavailable due to scheduled or unscheduled maintenance, upgrades, server failures, or other technical issues. WorkMate shall use commercially reasonable efforts to minimize disruptions but provides no service level agreement ("SLA") or warranty regarding App availability. WorkMate shall not be liable for any damages or losses arising from any downtime, data delays, or service interruptions, regardless of the cause or duration. You acknowledge that your sole remedy for any dissatisfaction with App availability is to cease using the App and terminate these Terms in accordance with Section 8.
19. Feedback & Suggestions
If you submit any ideas, suggestions, enhancement requests, feedback, recommendations, or similar materials regarding the App or WorkMate's services (collectively, "Feedback"), you acknowledge and agree that: (a) WorkMate is free to use, implement, modify, and commercialize such Feedback without restriction, attribution, or compensation to you; (b) Feedback is not submitted in confidence and WorkMate has no obligation of confidentiality with respect to Feedback; (c) you irrevocably assign to WorkMate all right, title, and interest in and to the Feedback, including all intellectual property rights therein; and (d) to the extent permitted by the Copyright Act (R.S.C. 1985, c. C-42) and any applicable legislation, you irrevocably waive, in favour of WorkMate and its successors, licensees, and assigns, any and all moral rights you may have in the Feedback, including the right to the integrity of the work, the right of attribution, and the right of association, in connection with WorkMate's use, modification, and commercialization of the Feedback.
20. Time Limitation on Claims
To the maximum extent permitted by applicable law, any claim arising out of or related to these Terms or the App must be filed within one (1) year after the cause of action accrues, or, if a court of competent jurisdiction determines that such shortened period is unenforceable, within the shortest limitation period permitted by the applicable law of the governing jurisdiction. Any claim not filed within the applicable period shall be permanently barred. The parties acknowledge that this shortened limitation period has been specifically negotiated and agreed upon as a material term of these Terms.
21. Customer Representations & Warranties
You represent and warrant that: (a) you have full legal power and authority to enter into these Terms and to perform your obligations hereunder; (b) these Terms constitute a valid and binding obligation enforceable against you in accordance with their terms; (c) you are not subject to any restriction, agreement, or obligation that would prevent or impair your performance of these Terms; (d) all information you provide to WorkMate in connection with your Account and use of the App is accurate, complete, and current, and you will promptly update such information as necessary; (e) you will use the App only for lawful purposes and in compliance with all applicable laws, regulations, and industry standards in each jurisdiction in which you operate; (f) you have obtained all necessary consents, authorizations, and licenses required for your use of the App and for WorkMate to provide the App to you, including any consents required under applicable privacy and data protection legislation; (g) your use of the App and any Customer Data you submit will not infringe, misappropriate, or violate any third party's intellectual property, privacy, contractual, or other rights; and (h) you are receiving the App for the purposes of carrying on a business activity and not for any personal, household, or family purpose.
22. Data Security Obligations
You are solely responsible for implementing and maintaining appropriate technical and organizational security measures to protect Customer Data under your control, including but not limited to access controls, encryption, and secure authentication for all users who access the App under your Account.
You shall ensure that all credentials, API keys, and access tokens associated with your Account are kept strictly confidential and are not shared with unauthorized persons. You are responsible for all activity that occurs using your credentials, whether or not authorized by you.
You shall promptly notify WorkMate in writing of any known or suspected security breach, unauthorized access, or compromise of credentials related to your Account or use of the App, and shall cooperate with WorkMate in investigating and remediating any such incident.
WorkMate shall have no liability for any security incidents, data breaches, or data loss caused by: (a) your failure to implement adequate security measures; (b) your sharing of credentials or use of weak passwords; (c) your use of insecure systems, networks, or devices in connection with the App; (d) the actions of your employees, agents, or contractors; or (e) any third-party attack or intrusion targeting your systems or infrastructure.
23. Subcontractors & Delegation
WorkMate may engage subcontractors, affiliates, or third-party service providers to perform any of its obligations under these Terms or to assist in providing the App, without your prior consent. WorkMate shall remain responsible for the performance of its obligations under these Terms notwithstanding any such engagement, provided that WorkMate shall not be liable for any acts or omissions of its subcontractors beyond the scope of WorkMate's obligations under these Terms. You may not subcontract, delegate, or otherwise transfer any of your obligations under these Terms without WorkMate's prior written consent.
24. Non-Solicitation of Personnel
During the term of these Terms and for a period of twelve (12) months following termination or expiration of these Terms, you shall not, directly or indirectly, solicit, recruit, hire, or engage (whether as an employee, independent contractor, consultant, or otherwise) any employee, contractor, or agent of WorkMate who was involved in providing the App or related services to you, without WorkMate's prior written consent. If you breach this provision, you agree to pay WorkMate, as liquidated damages and not as a penalty, an amount equal to twelve (12) months of the individual's total compensation at the time of such breach. The parties acknowledge and agree that: (a) the actual damages likely to result from such a breach are difficult to ascertain with certainty at the time of entering into these Terms; (b) the liquidated damages amount set forth above represents a genuine pre-estimate of WorkMate's probable loss, including costs of recruiting, hiring, and training a replacement, loss of institutional knowledge, and business disruption; and (c) this liquidated damages provision is not intended as, and shall not be construed as, a penalty.
25. Survival
The following sections shall survive any termination or expiration of these Terms: Section 1 (Definitions), Section 2.2 (Restrictions), Section 2.3 (Anti-Reverse-Engineering), Section 4 (Customer Data & Privacy), Section 5 (Intellectual Property), Section 6 (Confidentiality), Section 9 (Warranties & Disclaimers), Section 10 (Indemnity), Section 11 (Limitation of Liability), Section 12 (Remedies), Section 15 (Force Majeure), Section 16 (Assumption of Risk), Section 17 (Customer Data Backups), Section 18 (Service Availability), Section 19 (Feedback & Suggestions), Section 20 (Time Limitation on Claims), Section 21 (Customer Representations & Warranties), Section 22 (Data Security Obligations), Section 24 (Non-Solicitation of Personnel), this Section 25 (Survival), Section 28 (Governing Law & Dispute Resolution), and Section 29 (Miscellaneous), together with any other provisions which by their nature are intended to survive.
26. Modifications to Terms and App
WorkMate may modify these Terms or the App at any time. For material changes to the Terms, WorkMate will provide reasonable notice (for example, by email to the address associated with your Account or by notice within the App). However, WorkMate may make changes with immediate effect where required by law, for security or fraud prevention, or to address an unforeseen and imminent risk. Continued use of the App after the effective date of any such changes constitutes your acceptance of the revised Terms. If you do not agree with any changes, you must stop using the App.
27. Notices
All notices under these Terms shall be in writing and delivered to the addresses set out in your Account or to WorkMate at hello@workmatepos.co (or such other email or address as WorkMate may designate). Notices are effective upon receipt.
Electronic Communications Consent. By using the App, you expressly consent to receive all communications from WorkMate electronically, including by email, in-app notifications, or notices posted on WorkMate's website. You agree that all agreements, notices, disclosures, updates, and other communications that WorkMate provides to you electronically satisfy any legal requirement that such communications be in writing. You are responsible for maintaining a current and valid email address in your Account and for regularly reviewing communications from WorkMate. WorkMate shall not be liable for any failure by you to receive a notice due to an outdated or incorrect email address, spam filtering, or other circumstances outside WorkMate's control.
Consent to Commercial Electronic Messages (CASL). In accordance with Canada's Anti-Spam Legislation (S.C. 2010, c. 23) ("CASL"), by installing or using the App and providing your contact information, you expressly consent to receive commercial electronic messages from WorkMate, including messages relating to product updates, new features, service announcements, billing and account information, promotional offers, and other communications related to the App and WorkMate's services. You may withdraw your consent to receive commercial electronic messages at any time by using the unsubscribe mechanism included in each such message or by contacting WorkMate at hello@workmatepos.co. Withdrawal of consent to commercial messages does not affect WorkMate's ability to send transactional or service-related notices required for the operation of the App or the performance of these Terms.
28. Governing Law & Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.
Mandatory Mediation. Before commencing any litigation or arbitration arising out of or relating to these Terms or the App, the parties agree to first attempt in good faith to resolve the dispute through confidential mediation administered by a mutually agreed-upon mediator in Vancouver, British Columbia. If the parties cannot agree on a mediator within fifteen (15) days of a written request for mediation, either party may apply to the British Columbia International Commercial Arbitration Centre (or its successor) for appointment of a mediator. Each party shall bear its own costs of mediation, and the mediator's fees shall be shared equally. If the dispute is not resolved within sixty (60) days of the initial written request for mediation (or such longer period as the parties may agree in writing), either party may proceed to litigation in accordance with this Section.
Exclusive Jurisdiction. Except for actions for injunctive or other equitable relief (which may be brought in any court of competent jurisdiction), the parties irrevocably submit to the exclusive jurisdiction and venue of the courts of the Province of British Columbia, and each party waives any objection to jurisdiction and venue in such courts, including any argument that the forum is inconvenient.
Class Action Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST WORKMATE, ITS AFFILIATES, OR ANY RELATED ENTITY. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN MEDIATION, YOU AND WORKMATE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS OR THE APP.
29. Miscellaneous
Entire Agreement. These Terms, together with any order, Documentation, and the Privacy Policy, constitute the entire agreement and supersede all prior agreements relating to the subject matter hereof.
Assignment. You may not assign these Terms or any right or obligation hereunder without WorkMate’s prior written consent, and any attempted assignment without consent will be void. WorkMate may assign these Terms in connection with a merger, sale of assets or corporate reorganization.
Severability. If any clause of these Terms is held unenforceable, that clause shall be enforced to the maximum extent permitted, and the remaining clauses shall remain in full force and effect.
No Waiver. No waiver by WorkMate of any breach or right shall be deemed a waiver of any other breach or right.
Independent Contractors. The relationship between the parties is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
Cumulative Remedies. All rights and remedies of WorkMate under these Terms are cumulative and are in addition to, and not in lieu of, any other rights and remedies available to WorkMate at law, in equity, or otherwise.
Third-Party Beneficiaries. Except as expressly provided herein, these Terms do not create any rights for any person who is not a party to these Terms, and no person not a party to these Terms may enforce any of its terms or rely on any exclusion or limitation contained in it.
Contracting Entity & Corporate Separation. Your contractual relationship under these Terms is solely and exclusively with Workmate Commerce Ltd. You acknowledge and agree that: (a) Workmate Commerce Ltd. is an independent legal entity and the sole party to these Terms; (b) no parent company, shareholder, director, officer, affiliate, subsidiary, related entity, or other corporate body of or associated with Workmate Commerce Ltd. (including without limitation Teifi Digital Inc. or any of its affiliates, subsidiaries, successors, or assigns) shall have any liability, obligation, or responsibility whatsoever under or in connection with these Terms, the App, or your use thereof; (c) you shall not bring or pursue any claim, action, proceeding, or demand of any kind against any such entity in connection with these Terms or the App; and (d) the corporate separateness of Workmate Commerce Ltd. from any related or affiliated entities shall be respected in all circumstances, and you waive any right to pierce, disregard, or otherwise challenge the corporate veil of Workmate Commerce Ltd. or any of its related entities. For the avoidance of doubt, any services, support, or resources that may be provided by personnel associated with any related entity are provided on behalf of and under the sole authority of Workmate Commerce Ltd., and do not create any direct or indirect contractual, tortious, or other legal relationship between you and any such related entity.
Headings. Section headings are for convenience of reference only and shall not affect the interpretation of these Terms.
Language. These Terms are drafted in the English language. If these Terms are translated into any other language, the English language version shall prevail to the extent of any inconsistency.
30. Contact
If you have questions about these Terms, please contact WorkMate at:
WorkMate
Email: hello@workmatepos.co
Website: https://www.workmatepos.co