This Workex Customer Agreement (the “Agreement”) is entered into between the Customer and Coopex Enterprises Pty Ltd, trading as Workex. It consists of these General Terms and any additional terms Workex presents when an account is created, or a service is used. This Agreement takes effect when the Customer accepts it, applies to all use of the Workex platform under this Agreement, and replaces any prior terms that may have accompanied access to the platform. The individual accepting the Agreement confirms that they are authorised to enter into this Agreement on behalf of the Customer. Defined terms have the meanings set out under “Definitions.”

License to use Workex Products

• Licenses for Services. Access to the Workex platform and its features is licensed, not sold. Upon Workex’s acceptance of each registration and subject to the Customer’s compliance with this Agreement, Workex grants the Customer a non-exclusive, limited licence to use the platform and its reporting tools as provided under this Agreement. This licence is solely for the Customer’s own business use and is non-transferable except as expressly permitted under this Agreement or under applicable law.
• Duration of licenses. Access to Workex is provided on a subscription basis for a specified period of time. Subscriptions will expire at the end of the applicable subscription period unless renewed. Some subscriptions may renew automatically unless cancelled.
• End Users. The Customer is responsible for managing access to the Workex platform by its End Users and remains fully responsible for any use of the platform that does not comply with this Agreement. Reports created within Workex are generated solely by the Customer and its End Users, and Workex bears no responsibility for their content, accuracy, or outcomes.
• Affiliates. The Customer may authorise its Affiliates to use Workex under this Agreement. In doing so, the Customer remains fully responsible for all obligations under this Agreement and for ensuring its Affiliates’ compliance with these terms.
• Reservation of Rights. Workex reserves all rights not expressly granted under this Agreement. The platform, its AI systems, templates, and associated deliverables are protected by copyright, trademark, and other intellectual property laws. No rights are granted or implied beyond those expressly stated. Customers have no right to copy, modify, or create derivative works of Workex systems or intellectual property.
• Restrictions. Except as expressly permitted under this Agreement or in Workex documentation, the Customer must not (and is not licensed to):
  • reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Workex platform, Dover AI, or any associated services or deliverables (except where applicable law permits despite this limitation);
  • install, integrate, or use third-party software or technology in a way that would subject Workex’s intellectual property, platform, or technology to any other licence terms;
  • Attempt to bypass, disable, or work around any security or technical limitations of the Workex platform or restrictions described in its documentation;
  • separate, modify, or run components of the Workex platform or Dover AI on more than one device in a way not intended by Workex;
  • alter, upgrade, or downgrade parts of the platform at different times in order to avoid subscription or access controls;
  • transfer, sell, or assign access to any part of the Workex platform separately from the account to which it is licensed; or
  • distribute, sublicense, rent, lease, lend, or otherwise provide the Workex platform, Dover AI, or any related services or deliverables, in whole or in part, to third parties, including offering them as a hosting service.
• License transfers. Customers may only transfer fully paid subscriptions or licences to (1) an Affiliate, or (2) a third party solely in connection with the transfer of employees to whom the licences have been assigned, as part of (a) a divestiture of all or part of an Affiliate, or (b) a merger involving the Customer or an Affiliate. Upon such transfer, the Customer must ensure all access to the Workex platform is discontinued for the transferring party, deactivate any active accounts, and render any stored copies of Workex data or deliverables unusable. The Customer must also provide the transferee with a copy of these General Terms and any other documents necessary to show the scope, purpose, and limitations of the transferred licence.
• Customer Eligibility. The Customer agrees that if it is accessing Workex under an academic, government, or non-profit subscription or pricing arrangement, the Customer meets the relevant eligibility requirements as defined by Workex. Workex reserves the right to verify eligibility at any time and to suspend or terminate access to the platform if such requirements are not met.

Professional Services

• Performance of Professional Services. Upon Workex’s acceptance of each agreed scope of services and subject to the Customer’s compliance with this Agreement, Workex will perform the professional or support services ordered as outlined in the applicable service description.
• Fixes. Any fixes, updates, or improvements provided by Workex are licensed under the same terms as the Workex platform to which they apply. If a fix is not tied to a specific feature, any rights Workex provides with the fix will apply.
• Pre-existing Work. All rights in any software code, system design, templates, or other written materials developed or obtained independently of this Agreement (“Pre-existing Work”) remain the sole property of the party providing it. Each party may only use or reproduce the other party’s Pre-existing Work as required to perform obligations connected to the professional services.
• Services Deliverables. Subject to the Customer’s compliance with this Agreement, Workex grants the Customer a non-exclusive, limited licence to use the service deliverables provided under this Agreement. These licences are solely for the Customer’s internal business use in connection with the Workex platform and are non-transferable except as expressly permitted under this Agreement or applicable law.
• Affiliates’ rights to Services Deliverables. The Customer may allow its Affiliates to use service deliverables provided under this Agreement. However, Affiliates may not sublicense or redistribute such deliverables. The Customer remains fully responsible for ensuring its Affiliates’ compliance with this Agreement.

Third-Party Products and Services

Third-party products or services accessed through the Workex platform are provided under separate terms by their respective publishers or providers. The Customer is responsible for reviewing and accepting those terms prior to use. Workex is not a party to any agreement between the Customer and a third-party provider. Workex does not make any warranties and accepts no responsibility or liability for third-party products, services, or content accessed through or in connection with the Workex platform. The Customer remains solely responsible and liable for its use of any third-party products or services.

Verifying compliance

• Verification process. The Customer must maintain accurate records relating to its use of the Workex platform and any access granted to its Affiliates. At Workex’s expense, Workex may verify the Customer’s and its Affiliates’ compliance with this Agreement at any time upon 30 days’ written notice. Workex may engage an independent auditor under confidentiality obligations to perform the verification. The Customer must promptly provide any information and documents reasonably requested for this purpose, including access to relevant account records and systems showing usage of the Workex platform. All information and reports generated through the verification process will be treated as Confidential Information and used solely for the purpose of confirming compliance.
• Remedies for non-compliance. If verification reveals any unauthorised use of the Workex platform, the Customer must, within 30 days, obtain the appropriate subscriptions to cover such use. Without limiting Workex’s other rights, if unauthorised use is equal to or greater than 5% of the Customer’s total use, the Customer must reimburse Workex for its reasonable costs incurred in carrying out the verification and obtain subscriptions to cover such use at 125% of the then-current subscription rate (or the maximum permitted under applicable law, if lower).

Data Protection and Processing

Workex and its Affiliates, along with their authorised agents and subcontractors, will process Customer Data, Personal Data, and any Service Data as required to provide the Workex platform and related services, in accordance with this Agreement and applicable privacy and data protection laws. Before providing Personal Data to Workex, the Customer is responsible for obtaining all necessary consents and approvals from third parties (including the Customer’s employees, contractors, administrators, and any other individuals) as required under applicable privacy and data protection legislation.

Confidentiality

• Confidential Information. “Confidential Information” means non-public information that is designated as confidential or that a reasonable person would understand to be confidential. This includes, but is not limited to, Customer Data, Service Data, the terms of this Agreement, and Customer account authentication credentials. Confidential Information does not include information that: (1) becomes publicly available without breach of a confidentiality obligation; (2) is lawfully received from another source without restriction; (3) is independently developed without reference to the other party’s Confidential Information; or (4) is feedback, comments, or suggestions voluntarily provided about the other party’s business, products, or services.
• Protection of Confidential Information. Each party will take reasonable measures to protect the other party’s Confidential Information and will use it only for purposes related to this Agreement. Confidential Information may only be disclosed to that party’s Representatives who have a legitimate need to know it and who are subject to confidentiality obligations at least as protective as those in this Agreement. Each party remains responsible for any misuse of Confidential Information by its Representatives. Any unauthorised use or disclosure must be promptly reported to the other party.
• Disclosure required by law. A party may disclose the other party’s Confidential Information if required by law, provided that, where legally permissible, it gives the other party prior notice to allow them to seek protective measures.
• Residual information. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information, provided that the use of information retained in unaided memory does not create liability under this Agreement or trade secret law.
• Duration of Confidentiality obligation. Confidentiality obligations apply as follows: (1) for Customer Data, until it is permanently deleted from the Workex platform; and (2) for all other Confidential Information, for a period of five years from the date it was received.

Warranties

• Limited warranties and remedies. To the extent permitted by applicable law, the remedies below are the Customer’s sole and exclusive remedies for breach of the warranties in this section. The Customer waives any warranty claims not made within the applicable warranty period.
  • Workex Platform. Workex warrants that the platform will operate substantially in accordance with its published documentation during the Customer’s active subscription. If it does not, and the Customer notifies Workex within the subscription period, Workex will, at its option, either (1) re-perform or restore access to the platform, or (2) provide a credit or refund for the affected subscription period.
  • Professional Services. Workex warrants that it will perform professional and support services with reasonable skill and care consistent with industry standards. If Workex fails to do so, and the Customer notifies Workex within 90 days of completion of the services giving rise to the claim, Workex will, at its discretion, either re-perform the services or refund the fees paid for the affected services.
  • AI-Assisted Outputs (Dover). Workex makes no warranty that outputs, insights, or recommendations generated by Dover (Workex’s AI assistant) are accurate, complete, or fit for any specific purpose. Dover may generate errors or “hallucinations.” Such outputs are to be treated solely as suggestions or guidance. The Customer remains fully responsible for verifying and relying upon any AI-generated content and for all decisions made using such outputs. Workex disclaims all liability for reliance on Dover-generated outputs.
• Exclusions. The warranties in this Agreement do not apply to issues caused by accident, misuse, unauthorised access, or use inconsistent with this Agreement or applicable documentation, including failure to meet minimum technical or system requirements. These warranties also do not apply to free, trial, beta, or pre-release versions of the Workex platform, or to any outputs generated by Customers or End Users using the platform.
• Disclaimer. Except for the limited warranties set out above, or as required by applicable law, Workex provides no other warranties or conditions and expressly disclaims all other express, implied, or statutory warranties and conditions. This includes, without limitation, warranties of accuracy, quality, title, non-infringement, merchantability, and fitness for a particular purpose. Professional services provided without charge are supplied “as is,” without any warranty or condition. Workex does not warrant the accuracy or reliability of AI-assisted outputs generated by Dover and accepts no liability for reliance upon them.
• Consumer remedies. Notwithstanding anything in this Agreement, Customers who qualify as consumers under the Competition and Consumer Act 2010 (Cth) or equivalent state or territory laws in Australia may have rights and remedies that cannot be excluded. If so, then to the maximum extent permitted by law, Workex’s liability is limited, at its option, to: (1) resupplying the services, or (2) providing a refund for the affected services.

Defense of third-party claims

The parties agree to defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, provided that the defending party is promptly notified in writing of the claim and retains the right to control the defence and any related settlement. The party being defended must provide reasonable assistance, information, and authority as requested. The defending party will reimburse the other party for reasonable out-of-pocket expenses incurred in providing such assistance. This section sets out the sole remedies and entire liability of each party for such claims.

• By Microsoft. By Workex. Workex will defend the Customer against any third-party claim alleging that the Workex platform, when used within the scope of the licence granted under this Agreement (unmodified and not combined with any other software, service, or content), misappropriates a trade secret or directly infringes a third party’s patent, copyright, trademark, or other proprietary right. If Workex is unable to resolve a claim of misappropriation or infringement, it may, at its option, either (1) modify or replace the platform with a functional equivalent, or (2) terminate the Customer’s subscription and refund any amounts paid in advance for the unused portion of the subscription. Workex will not be liable for any claims or damages arising from the Customer’s continued use of the platform after being notified to discontinue use due to a third-party claim.
• By Customer. To the extent permitted by applicable law, the Customer will defend Workex and its Affiliates against any third-party claim alleging that: (1) any Customer Data or content inputted into the Workex platform misappropriates a trade secret or infringes intellectual property rights; (2) the Customer’s use of the Workex platform or outputs, including AI-generated outputs from Dover, violates applicable law or regulation; or (3) the Customer’s use of reports, documents, or AI outputs created through Workex causes harm to a third party.

Limitation of liability

Subject to the Exclusions, Exceptions, and Applicability provisions in subsections e, f, and g below, each party’s liability to the other for use of the Workex platform or professional services under this Agreement is limited to direct damages finally awarded, and shall not exceed the amounts set out below:

• Subscriptions. For access to the Workex platform licensed on a subscription basis, each party’s maximum aggregate liability is limited to the total subscription fees paid by the Customer for use of the platform during the 12 months immediately preceding the incident giving rise to the claim(s).
• Professional Services. For professional or support services, each party’s maximum aggregate liability is limited to the fees paid by the Customer for the applicable services.
• Free or Trial Access. For any free, trial, beta, or pre-release access to the Workex platform or services, Workex’s liability is limited to direct damages finally awarded up to AUD $2,000.
• Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages; loss of revenue, profits, savings, data, or business opportunities; or interruption of operations, however caused and under any theory of liability.
• Exceptions. No limitation or exclusion under this Agreement applies to liability arising from: (1) breaches of confidentiality obligations (except that all liability relating to Customer Data or Service Data remains subject to the limitations above); (2) obligations under the section entitled “Defence of Third-Party Claims”; or (3) violation of the other party’s intellectual property rights.
• Applicability. To the extent permitted by law, these limitations, exclusions, and exceptions apply to all claims and damages under or relating to this Agreement, whether based on breach of contract, breach of warranty, negligence, strict liability, or other legal theory, even if a party knew or should have known of the possibility of such damages.
• AI-Assisted Outputs. Workex does not warrant or guarantee the accuracy, reliability, or completeness of outputs, reports, or recommendations generated by Dover (Workex’s AI assistant). Such outputs may contain errors or “hallucinations” and must not be solely relied upon for decision-making. The Customer remains solely responsible for verifying any AI-generated content and for all actions, decisions, and outcomes based on such content. To the fullest extent permitted by law, Workex disclaims all liability arising from reliance on Dover outputs.

Partners

• Selecting a Partner. The Customer may authorise an approved Workex Partner to place orders on the Customer’s behalf or to manage subscriptions by associating the Partner with its Workex account. If a Partner’s authorisation or distribution rights are terminated, the Customer must either select another authorised Workex Partner or purchase directly from Workex. Partners and third parties are independent contractors and are not agents of Workex. They are not authorised to enter into any agreement with the Customer on behalf of Workex.
• Partner Administrator Privileges and Access to Customer Data. If the Customer purchases Workex services through a Partner, the Customer may elect to provide that Partner with administrator privileges. By doing so, the Customer consents to Workex providing such Partner with access to relevant Customer Data and account details necessary for provisioning, administration, or support. The Partner may process such data in accordance with its own agreement with the Customer, and its privacy obligations may differ from Workex’s. The Customer may revoke a Partner’s administrative privileges at any time.
• Product Support. Partners may provide support services or other value-added services directly to the Customer, and the Partner is solely responsible for the performance of those services. Where the Customer purchases Workex-provided support services through a Partner, Workex will remain responsible for delivery of those specific services, subject to this Agreement.

Pricing and payment

If the Customer orders Workex subscriptions or services through an authorised Partner, that Partner will set the applicable pricing and payment terms for the order, and the Customer will pay amounts directly to the Partner. Pricing and payment terms for orders placed directly with Workex are set by Workex, and the Customer must pay the amounts due as described below.

• Payment method. The Customer must provide a valid payment method or, if eligible, may choose to be invoiced for purchases. By providing Workex with a payment method, the Customer (1) consents to Workex using account information provided by the issuing bank or payment network; (2) confirms it is authorised to use that payment method and that payment details provided are accurate; (3) confirms that the payment method is established and used primarily for business purposes and not for personal, family, or household use; and (4) authorises Workex to charge that payment method for all amounts due under this Agreement.
• Invoices. Workex may invoice eligible Customers. Eligibility for invoicing is subject to Workex’s review of the Customer’s financial standing, which may include the provision of financial information or credit references. Workex may require security acceptable to it before approving invoicing arrangements and may revoke eligibility at any time. The Customer must promptly notify Workex of any changes in its company name, business address, ownership, structure, or operational activities.
• Invoice Payment Terms. Each invoice will specify the amounts payable by the Customer to Workex. Unless otherwise agreed in writing, the Customer must pay all invoiced amounts within thirty (30) calendar days of the invoice date.
• Late Payment. Workex may charge interest or a late fee on overdue amounts more than fifteen (15) days past due, at a rate of up to two percent (2%) per month (or the maximum rate permitted by law, if lower).
• Cancelation fee. If a subscription or service agreement permits early termination and the Customer cancels before the end of the subscription or billing period, Workex may charge a cancellation fee.
• Recurring Payments. For subscriptions that automatically renew, the Customer authorises Workex to charge its payment method for each renewal period until the subscription is terminated. By enabling recurring payments, the Customer authorises Workex to securely store payment details and process payments electronically. If any payment is declined, rejected, or returned, Workex or its payment providers may charge applicable fees to the maximum extent permitted by law and invoice the Customer for the outstanding amount.
• Taxes. Unless expressly stated as tax-inclusive, Workex’s prices exclude applicable taxes. The Customer will be responsible for paying any goods and services tax (GST), value-added tax (VAT), sales tax, or similar transaction-based taxes arising under this Agreement, except for taxes based on Workex’s net income or property. If withholding tax applies, the Customer may deduct such tax and remit it to the appropriate authority, provided it promptly supplies Workex with an official receipt or other evidence reasonably required for Workex to claim a credit or refund.

Third-party service providers

• Term. This Agreement remains in effect until terminated by either party in accordance with this section.
• Termination without cause. Either party may terminate this Agreement without cause by providing at least sixty (60) days’ written notice. Termination without cause will not relieve the Customer of its obligation to pay any fees due under the Agreement. Subscription access to the Workex platform and any associated services will continue until the end of the then-current subscription period, unless otherwise terminated in accordance with this Agreement. Subscription fees already paid are non-refundable except where required by law.
• Termination for cause. Without limiting other remedies available, either party may terminate this Agreement upon thirty (30) days’ written notice if the other party commits a material breach and fails to remedy it within the notice period. Upon such termination:
  • All licences granted under this Agreement will immediately terminate, and Customer access to the Workex platform will cease.
  • All outstanding amounts under unpaid invoices will become immediately due and payable. For subscriptions billed in arrears based on usage, the Customer must pay for all unpaid usage as of the termination date.
  • If Workex is in material breach and termination is validly exercised by the Customer, Workex will issue a credit or refund for any subscription fees paid in advance for services not provided after the termination date.
  • The Customer must pay all fees due for professional or support services provided up to the termination date.
• Suspension of Services. Workex may suspend or restrict access to the Workex platform immediately if: (1) the Customer fails to pay undisputed amounts when due; (2) Workex reasonably suspects unauthorised use, misuse, or breach of this Agreement; or (3) suspension is necessary to comply with legal or regulatory obligations. Suspension does not relieve the Customer of its payment obligations.
• Termination to comply with laws. Workex may modify, restrict, or discontinue offering access to the Workex platform, professional services, or any part of them, and/or terminate a subscription in any country or jurisdiction where a current or future legal, regulatory, or government requirement:
  • imposes obligations on Workex that are not generally applicable to businesses operating in that jurisdiction;
  • creates a material hardship for Workex to continue offering the platform or services without modification; or
  • causes Workex to reasonably believe that this Agreement, or the continued provision of the platform or services, would conflict with applicable law or regulation.

If Workex terminates a subscription under this provision, the Customer’s sole and exclusive remedy will be a refund of any subscription fees paid in advance for services not provided after the termination date. The Customer remains responsible for all fees for services provided or used before termination.

Modifications to this Agreement

Workex may update or amend this Agreement from time to time. No changes will affect services that have already been fully delivered. Changes will apply to new orders and to existing subscriptions as follows:

• Service Terms. Updates to service-specific terms, including data protection or service level commitments, will apply as provided in those documents.
• Subscription Terms. Material adverse changes will not apply during the current subscription term but will take effect upon renewal. All other changes will take effect once published on the Workex website or notified directly to the Customer.
• Other Terms. Customers may be required to accept revised or additional terms when placing new orders. For existing subscriptions, Workex will notify Customers at least sixty (60) days before changes to these General Terms or other applicable terms take effect (except for updates to service-specific documents covered separately). Such changes will apply from the start of the next renewal term unless the Customer accepts them earlier.

The Customer agrees that continued use of the Workex platform or services after renewal constitutes acceptance of all changes. If the Customer does not agree to the changes, it must stop using the Workex platform and services at the end of the current subscription term and disable automatic renewal.

Miscellaneous

• Independent contractors. The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship. Each party may independently develop products or services without using the other’s Confidential Information.
• Agreement not exclusive. The Customer is free to enter into agreements to license, use, or promote the products and services of others.
• Assignment. Either party may assign this Agreement to an Affiliate with written notice to the other. Workex may assign its rights under this Agreement, including the right to receive payment and enforce payment obligations, to an Affiliate or third party without prior notice to the Customer. Such assignees may further assign those rights without additional consent. Except as expressly permitted above, any other assignment requires the written approval of the non-assigning party. Assignment does not relieve the assigning party of its obligations under this Agreement. Any attempted assignment without required approval will be void.
• Severability. If any provision of this Agreement is held unenforceable, the remainder of the Agreement will remain in full force and effect.
• Waiver. Failure to enforce any provision of this Agreement does not constitute a waiver. Any waiver must be in writing and signed by the waiving party.
• No third-party beneficiaries. This Agreement does not create rights for any third party, except as expressly provided in its terms.
• Survival. Any provisions that by their nature should survive termination of this Agreement will survive, including but not limited to confidentiality, limitations of liability, disclaimers, intellectual property protections, and payment obligations.
• Notices. All notices under this Agreement must be in writing. Workex will provide notices and information to the Customer electronically, including by email, through the Workex platform, or via the Customer’s account portal. Notices will be deemed received on the date they are made available through the Workex platform or sent to the Customer’s registered email address.

The Customer must provide notices to Workex electronically via the Workex platform or other method designated within the Customer’s account settings. Notices are deemed received by Workex when submitted through the platform or acknowledged by Workex electronically.

• Applicable law. This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Australia and the state or territory in which Workex is registered. The 1980 United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
• Dispute resolution. The parties agree to resolve disputes under this Agreement in the following venues:
  • If Workex brings an action against the Customer, the venue will be where the Customer has its principal place of business.
  • if the Customer brings an action against Workex, the venue will be the courts of New South Wales, Australia.
  • The parties consent to the personal jurisdiction of these courts.
  • Nothing in this section prevents either party from seeking urgent injunctive or equitable relief in any jurisdiction to protect its intellectual property rights or confidentiality obligations.
• Order of precedence. If there is a conflict between documents forming part of this Agreement that is not expressly resolved, the order of precedence will be: (1) these General Terms; (2) any specific service terms published by Workex; and (3) any additional terms presented when an order is placed. Terms in an executed amendment will prevail over earlier terms covering the same subject matter.
• Workex affiliates and subcontractors. Workex may perform its obligations under this Agreement through its Affiliates or subcontractors. Workex remains responsible for their performance.
• Government procurement rules. If the Customer is a government entity or subject to government procurement rules, the Customer represents and warrants that (1) it has complied and will continue to comply with all applicable procurement laws and regulations; (2) it is authorised to enter into this Agreement; and (3) this Agreement satisfies all applicable procurement requirements.
• Compliance with Trade Laws. The Workex platform and services may be subject to Australian and international export and trade restrictions. Each party agrees to comply with all applicable import, export, and sanctions laws and regulations. The Customer must not take any action that would cause Workex to violate such laws or become subject to sanctions. Workex may suspend or terminate this Agreement where it reasonably believes that continued performance would breach applicable trade laws or place it at risk of penalties or sanctions.

Definitions

• Administrator Data means the information provided to Workex by or on behalf of the Customer during account creation, purchase, or administration of the Workex platform.
• Affiliate means any legal entity that controls, is controlled by, or is under common control with a party. “Control” means ownership of more than 50% of voting rights or the power to direct the management of the entity.
• Confidential Information is defined in the “Confidentiality” section.
• Customer means the entity or individual identified as such on the account associated with this Agreement.
• Customer Data means all data, including text, audio, video, image files, or other content, provided to Workex by or on behalf of the Customer or its Affiliates through use of the Workex platform. Customer Data does not include Service Data or information generated by Workex systems for operational purposes.
• End User means any individual authorised by the Customer to use the Workex platform or access Customer Data.
• Fix or Fixes means platform updates, modifications, bug fixes, or enhancements that Workex may release generally or provide to the Customer to address specific issues.
• Material Adverse Change means any change to the Workex platform terms that materially affects the Customer’s use of the service, such as requiring the Customer to purchase additional licences, increasing costs of use, or removing existing rights.
• Personal Data means any information relating to an identified or identifiable individual, as defined under applicable privacy and data protection laws.
• Pre-Existing Work means any materials, content, or intellectual property developed or obtained independently of this Agreement.
• Product means the Workex platform, including digital reporting tools, AI-powered features (such as Dover), updates, patches, and enhancements. Product availability may vary by region. Product does not include third-party applications or integrations unless expressly stated.
• Professional Services means consulting, onboarding, training, or support services provided by Workex under this Agreement. Professional Services do not include the core Workex platform unless specifically stated.
• Professional Services Data means all data, including text, audio, video, or files, provided to Workex by or on behalf of the Customer during delivery of Professional Services.
• Representatives means a party’s employees, Affiliates, contractors, advisors, and consultants.
• Service Deliverables means any documentation, workflow configurations, reporting templates, or other materials (excluding the Workex platform itself) provided by Workex to the Customer in the course of delivering Professional Services.
• Software means any downloadable or installed components provided by Workex that form part of the Workex platform.
• Subscription means the Customer’s licence to use the Workex platform for a defined period of time, subject t∏ payment of applicable fees.
• Use means to access, run, input data into, generate reports from, or otherwise interact with the Workex platform.

Certain Workex subscriptions and Professional Services may be offered by third-party resellers or distribution partners that Workex has authorised to supply such services. If the Customer orders Workex products or services through an authorised reseller, the reseller will be the seller. By submitting such an order, the Customer is deemed to have accepted the terms of the reseller, forming a separate agreement (the “Purchase Agreement”) with that reseller to purchase the applicable subscriptions or services. The Purchase Agreement incorporates all relevant terms of this Agreement, subject to the following:

• Licensing Terms. All licensing rights for Workex products, services, and deliverables remain solely with Workex. The authorised reseller does not have authority to license Workex intellectual property, nor to bind or impose obligations on Workex.
• Pricing and payment. The authorised reseller will determine pricing for the applicable subscriptions or services. All terms relating to pricing and payment apply to the Purchase Agreement. The Customer must pay the reseller directly in accordance with the payment instructions provided by the reseller. The Customer’s failure to make timely payment to the reseller will constitute a material breach of both the Purchase Agreement and this Agreement.
• Warranties, Defence, and Limitations of Liability. All warranties, disclaimers, obligations to defend against third-party claims, and limitations of liability under this Agreement also apply to claims under the Purchase Agreement. Workex, as licensor, remains solely responsible for claims relating to the performance of the Workex platform and defence of third-party claims (including claims of intellectual property infringement). The reseller is not liable for such claims and, to the maximum extent permitted by law, disclaims all warranties and liability in relation to them.
• Applicable law. The applicable law governing the Purchase Agreement will be that of the jurisdiction where the reseller is headquartered.
• Additional terms. Any additional terms presented by the authorised reseller in connection with an order are included in the Purchase Agreement. Any additional or conflicting terms presented by the Customer (such as in purchase orders) are expressly rejected and will not apply.