Workridge Terms of Service

1. Introduction and Acceptance

These Terms of Service (“Terms”) govern access to and use of Workridge, a product of Next313, a registered d/b/a of Dignetix Ltd., a Michigan corporation (“Workridge,” “we,” “us,” or “our”), available at workridge.app (the “Service”).

By creating an account, accessing, or using the Service, you agree to these Terms, our Acceptable Use Policy (“AUP”), and our Privacy Policy, each incorporated by reference. If you do not agree, do not use the Service.

If you use the Service on behalf of an organization (a “Customer”), you represent that you are authorized to bind that organization to these Terms, and “you” refers to that organization. The Service is a business-to-business offering intended for organizations and their personnel and invitees.

Eligibility. You must be at least 18 years old and capable of forming a binding contract to use the Service.

2. Definitions

Capitalized terms have the meanings given where first used and the meanings below. This section also serves as the key to abbreviations used throughout these Terms.

• “Acceptable Use Policy (AUP)” — the policy governing permitted use of the Service, available at https://workridge.app/legal/aup.
• “Customer Content” — data, files, and materials a Customer or its Users submit to or generate in the Service, including projects, tasks, comments, billing records, rate cards, time, mileage, expense entries, and uploads.
• “Data Processing Addendum (DPA)” — the addendum describing our processing of personal data on the Customer’s behalf, where applicable.
• “Order” — the plan, seat counts, term, and fees selected at sign-up or through the Service’s billing settings, or a separate ordering document for Enterprise customers.
• “Seat” — a licensed user position. The Service offers Full and Lite paid Seats and free, unlimited Viewer access, as described at sign-up and on our pricing page.
• “Service Level Agreement (SLA)” — any separate written commitment regarding availability or support, where offered (for example, to Enterprise customers).
• “Single Sign-On (SSO)” and “Microsoft Entra ID” — the identity services through which certain users may authenticate.
• “Software as a Service (SaaS)” — software hosted and operated by us and accessed over the internet, rather than installed by you.
• “User” — any individual who accesses the Service under a Customer’s account, including administrators, members, and external collaborators (vendors, clients, guests, and viewers).

3. The Service and License Grant

The Service is provided as SaaS. Subject to these Terms and timely payment of applicable fees, we grant the Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term for the Customer’s internal business purposes, up to the number and type of Seats in its Order.

Reservation of rights. The Service is licensed, not sold. We and our licensors retain all right, title, and interest in and to the Service and all related software, technology, and intellectual property. No rights are granted except as expressly stated in these Terms.

Changes to the Service. We may improve, modify, add, or remove features over time. We will not make changes that materially degrade core functionality during a paid term without reasonable notice where practicable.

4. Accounts, Seats, and Roles

Account information and security. You must provide accurate account information and keep credentials secure. You are responsible for activity under your account and Users. Certain users may authenticate via SSO using Microsoft Entra ID, and others via email-based sign-in links; you are responsible for controlling access to the inboxes and identity accounts used to authenticate.

Seats and roles. Access is provisioned by the Customer and the roles it assigns (for example, Admin, Lead, Member, and Viewer). Full and Lite Seats differ by permission, not by feature set; Viewer access is read-only. You may use the Service only within the scope of the access granted to you.

Administrators. The Customer’s administrators control its workspace, Users, roles, content, and settings. We act on the instructions of administrators and are not responsible for their decisions, including grants or removals of access.

5. External Collaborators and Sharing

The Service allows a Customer to invite external vendors, clients, guests, or other outside collaborators to a single project, and to create read-only share links and publishable board or portfolio views, some of which may be viewable without a login.

The inviting Customer is solely responsible for the scope of access it grants, for what it exposes through links or published views, and for the conduct of its invitees. All Users, including external collaborators, must comply with these Terms and the AUP.

6. Free Trial

We may offer a free trial (for example, 14 days) that does not require a payment method to begin. At the end of the trial, an active paid subscription is required to continue using paid functionality.

Trial data is not deleted merely because a trial ends; access to paid features is suspended until a subscription is activated, after which previously created data becomes accessible again, subject to these Terms and our retention practices. We may modify or discontinue trials at any time.

7. Fees, Billing, and Taxes

Fees. Paid plans are billed on the terms presented at the time of purchase and in the Customer’s Order, on a per-Seat basis. Annual plans are billed in advance for the term; monthly plans are billed each billing period. Viewer access is free.

Payment processing. Payments are handled by our third-party payment processor (Stripe). You authorize us and our processor to charge the payment method on file for all applicable fees, including renewals and Seat additions.

Seat changes and proration. You may add or remove Seats through billing settings; changes take effect as described in the Service and may be prorated. Reductions generally apply to the next renewal unless the Service states otherwise.

Renewal. Subscriptions automatically renew for successive terms of the same length unless cancelled before the end of the then-current term.

Price changes. We may change pricing prospectively, effective upon renewal, with reasonable advance notice.

Taxes. Fees are exclusive of taxes. You are responsible for applicable sales, use, VAT, and similar taxes, excluding taxes on our net income.

Non-payment and refunds. Fees are non-refundable except as required by law or expressly stated. We may suspend access for overdue amounts after reasonable notice, as described in Section 16.

8. Customer Content

Ownership. As between the parties, the Customer retains all rights to its Customer Content. We claim no ownership of it.

License to operate. You grant us a limited, worldwide, royalty-free license to host, store, process, transmit, display, and back up Customer Content solely to provide, secure, support, and improve the Service and as instructed through the Service. Our handling of personal data within Customer Content is governed by the Privacy Policy and any applicable DPA.

Your responsibility. You are responsible for the accuracy, quality, and legality of Customer Content and for having the necessary rights and consents to submit it. You are responsible for maintaining your own copies; while we maintain backups, the Service is not a system of record for accounting or a substitute for your own retention.

9. Acceptable Use

Your use of the Service must comply with the AUP, which is incorporated into these Terms. Among other things, you must not use the Service unlawfully or to infringe others’ rights; upload malicious code; attempt to breach security or tenant isolation; access another organization’s data without authorization; or resell, reverse-engineer, or scrape the Service except as permitted by law.

We may investigate suspected violations and may remove content or restrict use as described in the AUP and Section 16.

10. Artificial Intelligence Features

The Service includes AI-assisted features (for example, “Ask Workridge AI”) that generate summaries, reports, and exports from data you are permitted to access. AI features operate within your role- and tenant-based permissions and do not provide access to data you could not otherwise see.

AI outputs may be inaccurate or incomplete and are provided for your convenience; you are responsible for reviewing and verifying outputs before relying on them, including for billing, invoicing, or other business decisions. As stated in our Privacy Policy, we do not use Customer Content to train artificial-intelligence models.

11. Privacy and Data Protection

Our collection and use of personal information is described in the Privacy Policy. For account and website data we act as a controller; for Customer Content stored in a workspace we act as a processor on the Customer’s behalf, governed by these Terms and any applicable DPA.

We use vetted sub-processors to operate the Service, including Supabase (database, authentication, storage), Microsoft Azure (hosting), Microsoft Entra ID (staff SSO), Mapbox (address and mileage features), and Stripe (payments when billing is enabled). We maintain tenant isolation using row-level security and encrypt data in transit and at rest, as further described in the Privacy Policy.

We maintain a written information security program aligned with generally accepted industry standards and periodically review and update our safeguards.

12. Intellectual Property

The Service, including all software, designs, text, graphics, and the Workridge, Next313, and Dignetix names and logos, is owned by us or our licensors and protected by intellectual-property (IP) and other laws. Except for the limited rights expressly granted, no IP rights are transferred to you.

Feedback. If you provide suggestions or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction or obligation to you.

13. Third-Party Services

The Service may interoperate with third-party products, integrations, or links. We do not control and are not responsible for third-party services, and your use of them is governed by their terms. Enabling an integration may involve sharing data with the third party at your direction.

14. Confidentiality

Each party may access the other’s non-public information. Each party will protect the other’s Confidential Information using reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors bound by confidentiality. Confidential Information excludes information that is public through no fault of the receiver, independently developed, or rightfully received from a third party, and may be disclosed as required by law with reasonable notice where permitted.

15. Service Availability and Support

We aim for high availability but do not guarantee uninterrupted or error-free service, except under a separate SLA where offered (for example, to Enterprise customers). We may perform maintenance and will seek to limit disruption where practicable.

Support is provided within the app as well as via workridgehelp@next313.com.

16. Suspension

We may suspend access, in whole or in part, if: (a) amounts are overdue; (b) we reasonably believe the Service is being used in violation of these Terms or the AUP, or in a way that threatens security, integrity, or other users; or (c) suspension is required by law. We will provide notice where practicable and will restore access once the cause is resolved. We may take emergency action without prior notice where necessary to protect the Service or others.

17. Term and Termination

These Terms apply while you use the Service and for any active subscription term. You may stop using the Service or cancel at any time, effective at the end of the then-current paid term. We may terminate or suspend for material breach not cured within 30 days of notice, or as otherwise permitted here.

Effect of termination. Upon termination, your right to access the Service ends. For a period of 30 days after termination, the Customer may request an export of its Customer Content in a supported format. Thereafter, we delete Customer Content as described in the Privacy Policy (workspace content deleted within 90 days of account closure; backups may persist up to 30 days), except where retention is legally required.

Sections that by their nature should survive termination will survive, including Sections 7 (accrued fees), 8, 12, 14, 18, 19, 20, 21, and 23.

18. Warranties and Disclaimers

Each party warrants it has the authority to enter into these Terms. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET EVERY REQUIREMENT.

19. Indemnification

You will defend, indemnify, and hold harmless Workridge and Dignetix Ltd and their personnel from third-party claims, damages, and costs (including reasonable legal fees) arising from your Customer Content, your use of the Service, or your breach of these Terms or the AUP, including claims by your Users or invitees.

We will defend the Customer against any third-party claim that the Service, as provided by us and used in accordance with these Terms, directly infringes that third party’s patents, copyrights, or trademarks, and will indemnify the Customer against damages and costs (including reasonable legal fees) finally awarded or agreed in settlement of such claim.

This obligation does not apply to claims arising from: (a) Customer Content; (b) use of the Service in combination with products, services, or data not provided by us, to the extent the alleged infringement would not have occurred but for such combination; (c) modifications to the Service not made by us; or (d) use of the Service in violation of these Terms or applicable documentation.

If the Service becomes, or in our opinion is likely to become, the subject of an infringement claim, we may at our option and expense: (i) procure the right for the Customer to continue using the Service; (ii) modify or replace the Service to make it non-infringing without materially reducing functionality; or (iii) terminate the affected portion of the Service and refund any prepaid fees covering the remaining term for that portion.

This Section states our entire liability and the Customer’s exclusive remedy for any intellectual-property infringement claims related to the Service and is subject to the limitations of liability set forth in Section 20.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

21. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Michigan, USA, without regard to conflict-of-laws rules. Before formal proceedings, the parties will attempt in good faith to resolve any dispute informally by contacting us at legal@dignetix.com.

Any dispute arising out of or relating to these Terms or the Service that is not resolved informally will be resolved exclusively by final and binding arbitration seated in Michigan, USA, administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, rather than in court.

You and we waive any right to a jury trial and agree that any dispute will be brought only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

Either party may seek injunctive or equitable relief in a court of competent jurisdiction for matters relating to intellectual property, confidentiality, or unauthorized access or use of the Service. Either party may also bring qualifying claims in small-claims court.

Any court proceedings permitted under these Terms will be brought exclusively in the state or federal courts located in Michigan, and the parties consent to the personal jurisdiction and venue of such courts.

22. Changes to These Terms

We may update these Terms. We will change the “Last updated” date and, for material changes, provide notice by email or in the Service before they take effect. Continued use after changes take effect constitutes acceptance.

23. General

Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor in a merger or acquisition or to a purchaser of substantially all of your assets. We may assign, novate, or transfer these Terms and the DPA, in whole or in part, without your consent and upon notice, to an affiliate or in connection with a merger, acquisition, reorganization, change of control, or a sale or transfer of all or part of the business or assets relating to the Service.

Entire agreement; order of precedence. These Terms, the AUP, the Privacy Policy, any DPA, and the applicable Order are the entire agreement and supersede prior agreements on the subject. In a conflict, the order of precedence is: a signed Order or DPA, then these Terms, then the AUP and Privacy Policy, unless a document states otherwise.

Severability; waiver. If a provision is unenforceable, the rest remains in effect. Failure to enforce is not a waiver.

Force majeure. Neither party is liable for delays or failures caused by events beyond reasonable control.

Notices. Legal notices to us must be sent to legal@dignetix.com; we may give notice to you via the Service or your account email.

Relationship; export and sanctions. The parties are independent contractors. You will comply with applicable export-control and economic-sanctions laws and will not use the Service in violation of them.

24. Contact

Questions about these Terms: legal@dignetix.com.