Terms & Conditions

REAL WORK LABS LLC dba RealWork Labs, (“RealWork Labs” or “We” or “Us“) operates a platform to help companies optimize their digital marketing return on investment. Our platform is available through the website admin.realworklabs.co (“Site“), and may become available through mobile apps in the future. We use “Platform” to mean our online platform in all formats offered, now and in the future. We use “Services” to mean the services and functionality we offer using the Platform and its technology. Services include without limitation the Subscription Services and the Consulting Services (each as defined below).

By using the Platform and Services, you agree to these legally binding rules (“Terms” or “Terms and Conditions” or “Terms of Service or Terms of Use”  or “Agreement“), including the www.realworklabs.com/terms and the other rules of the Platform. 

THE TERMS AND CONDITIONS SET FORTH HERE GOVERN YOUR USE OF THE REALWORK LABS WEBSITE, AND ARE LEGALLY BINDING ON YOU, THE USER. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THIS SITE AND/OR THE SERVICES OR ANY INFORMATION CONTAINED ON THIS SITE. YOUR USE OF THIS SITE AND/OR THE SERVICES ON THIS SITE SHALL BE DEEMED TO BE YOUR AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW. YOU AGREE THAT REALWORK LABS MAY MAKE CHANGES TO THE SERVICES OFFERED ON THIS SITE AT ANY TIME, WITHOUT NOTICE, AND MAY REVISE THESE TERMS AT ANY TIME. USERS WILL BE NOTIFIED OF SUCH REVISIONS ON SITE VIA A POSTING CONTAINING AN UPDATED VERSION OF THE TERMS. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE TERMS. YOUR CONTINUED USE OF THIS SITE AND/OR SERVICES SHALL CONSTITUTE YOUR CONSENT TO SUCH CHANGES.

GENERAL TERMS

  1. Definitions
    “Account Owner” is someone who licenses our services. In order to use certain aspects of the Service, you will have to register for the Service and create an account (“Owner Account”). When creating your account for the Service, you agree to provide true, accurate, current, and complete information, including, without limitation, payment information. You further agree to maintain and update your information as needed to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID, password, or any credit, debit or charge card number), you agree to immediately notify the Company. You may be liable for the losses incurred by Company or others due to any unauthorized use of your Owner Account.Account Owners may allow such number of employees and/or independent contractors as is indicated in the Order Statement to use the applicable Platforms (“Authorized Users”); provided, however, each Authorized User must agree to abide by the terms of RealWork Labs end-user terms of use. Authorized Users however, are not permitted to make changes to the account, including cancellations.

    “Confidential Information” means all information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser.” Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services. ”Customer Data” means all information that you submit or collect via the Subscription Service. Customer Data does not include Refined Data. “Order Statement” or “Order” means the form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services. Most Orders are completed through our online payment process. The purchase form may be referred to as a “Statement of Work” if you are purchasing only Consulting Services. “Refined Data” means the data generated by the Platform and/or Service including any data we make available to you as part of the Subscription Service. “Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar formunique numeric identifiers; racial or ethnic origin; physical health or mental health condition or information; or other employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards. “Subscription Service” means our web-based applications, tools, services, reports and platforms that you have subscribed to or that we otherwise make available to you, that we have developed, operated, and maintained and any ancillary products and services that we provide to you. “Term” means the Initial Term and all Renewal Terms. “RealWork Labs Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including Refined Data. “Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. “Third-Party Sites” means third-party websites linked from within the Subscription Service, including Communications Services.

  2. Billing and Fees.

     

    Registration and Password Protection. Prior to your gaining access to Services, we will require you to set up an account with a username and password. You agree to comply with the procedures specified by RealWork Labs from time to time regarding obtaining and updating passwords for this site and/or its services. You agree to assume sole responsibility for the security of passwords issued to you. Passwords are subject to cancellation or suspension by RealWork Labs at any time, including upon the misuse of any and the re-issuance or reactivation of passwords. You agree to ensure that you will use your best efforts to prevent any third party from obtaining your password, and you shall inform RealWork Labs immediately in writing of any actual or potential unauthorized access to a password or to this site and/or its services.

    2.1 SUBSCRIPTION TERMS
    RealWork Labs offers a range of subscription plans to its Services (each, a “Plan”). Each Plan includes a numerical range of user interactions or engagement views (“Events”) and custom messages (“Messages”) that may be recorded by our Services on your registered web page.

    You will select your Plan as part of your registration for the Services. Each subscription period for a Plan will be based on the subscription period chosen/sold (e.g. annually, bi-annually, quarterly, monthly). You may choose to be billed for the Plan annually or in less than annual increments (e.g. monthly or bi-annually), but regardless of your billing cycle, you are responsible for subscription fees for the entire subscription period chosen/sold.The Agreement is effective beginning on the Effective Date and will continue for the term set forth in, and in accordance with, the Order Statement (“Initial Term”).  The term will automatically renew for consecutive periods of equal duration (each a “Renewal Term”, and together with “Initial Term”, collectively, the “Term”)) unless you or we notify the other of its desire to terminate the Agreement at least ten (10) days prior to the end of the then-current Term. To terminate this Agreement, the Account Owner is required to call in your request to 888-966-5196 .

    2.2 BILLING POLICIES, REFUNDS, OVERAGES, AND UPGRADE AND DOWNGRADE TERMS

    The fees for your Plan are billed in advance of each billing cycle and paid via credit card over the phone.

    In the event you cancel your Plan, no refunds or credits will be provided for partial or unused months of the Services.

    If you exceed your Plan’s Event, Tracked User and/or Email limits in any given month, you will be either (a) charged overages for the month based on your current plan’s monthly cost or (b) automatically upgraded to the next level Plan for the remainder of your subscription period. We will always choose the less expensive option for you.

    If you upgrade your Plan level, you will immediately be charged for the increased price of the upgraded Plan, prorated to reflect the remaining duration of your subscription period, and you will be charged the full amount of the then-current rate for the new Plan, beginning with your next billing cycle.

    Any discounts applied to a previous subscription may not apply to a renewed subscription, including to any automatic renewals.

    Any questions involving upgrades or downgrades to your Plan can be directed to support@realworklabs.com.

    2.3 CHANGES IN FEES
    We may change the fees for the Services at any time or impose additional fees or charges.

    Such changes will be effective as of the first billing cycle that occurs more than thirty (30) days after notice of our new fees, as provided for in Section 12 herein, provided that if you upgrade or downgrade to a new Plan, whether at your election or pursuant to Section 2.2(c), you will be charged at the then-current rate for such Plan.

    2.4 PAYMENT OF FEES
    As an express condition of your use of and access to the Services, you agree to pay all fees applicable to your Plan, any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Services.

    We will bill the fees due under your Plan to the credit card you provide to us during registration (or to a different credit card if you change your payment information). You acknowledge that the amount billed for each renewal period may vary due to promotional offers, changes in your Plan, and changes in applicable taxes, and you authorize us to bill you the corresponding amounts.

    We reserve the right to deactivate your access to the Services for failure to pay applicable fees as described in this Agreement. Unless otherwise stated, all fees are stated in U.S. Dollars.

    2.5 CREDIT CARD PAYMENTS
    All fees for your Plan will be billed to your credit card. You authorize the card issuer to pay any amounts described herein and associated with your Plan and authorize us (or a billing agent acting on our behalf) to continue charging all such amounts to your credit card account until you or we, cancel or terminate your Plan as provided herein or these amounts are paid in full, whichever is later.

    You must provide current, complete and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number and expiration date) to keep your account current, complete and accurate, and you must promptly contact RealWork Labs if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorized disclosure or use of your RealWork Labs username or password).

    You authorize us to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. Please check with your bank and credit card issuer for details.

    2.6 ACCOUNT CANCELLATION
    You may cancel or terminate your use of the Services with or without cause but must be within ten (10) days prior to your next billing date only by contacting customer service at 888-966-5196, subject to the restrictions and fees provided in these Terms, and any additional agreements governing the Services. Text, emails or second party services cancellations will not be accepted.

    If you cancel your Plan, you will lose all access, upon the expiration of your final paid period, to the Services and any data or information stored in your account.

    The Subscription Fee will be equal to the fee selected in the Order Statement. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third parties. If you are paying by invoice, all amounts invoiced are due and payable upon receipt unless otherwise specified in the Order Statement. If you are paying by credit card, all amounts are due and payable in advance. Amounts not paid within thirty (30) days of the invoice date shall be assessed interest at a monthly rate equal to one and one half percent (1.5%) of the amount owed or the maximum rate allowed by law, whichever is less, calculated from the date the payment was due. Unless otherwise set forth in an Order From, all invoices shall be paid in U.S. dollars. If we commence legal proceedings to collect any payment and prevails, you shall pay our reasonable attorney fees, court costs and other collection expenses. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services.

  3. Service Access and Modifications. During the Term, we will provide you access to use the Subscription Service as described in this Agreement. We modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the Subscription Service that materially reduce the functionality of the Subscription Service provided to you during the Term. We might provide some or all elements of the Subscription Service through third party service providers. 
  4. Customer Support. Support is available and the type of support for which you are eligible will depend on the level of support you have selected in the Order Statement. Because of the dynamic nature of our business, we do not promise or guarantee any specific response time. 
  5. Fees and Payments. The Subscription Fee will be equal to the fee selected in the Order From. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third parties. If you are paying by invoice, all amounts invoiced are due and payable upon receipt unless otherwise specified in the Statement Form. If you are paying by credit card, all amounts are due and payable in advance. Amounts not paid within thirty (30) days of the invoice date shall be assessed interest at a monthly rate equal to one and one half percent (1.5%) of the amount owed or the maximum rate allowed by law, whichever is less, calculated from the date the payment was due. Unless otherwise set forth in an Order From, all invoices shall be paid in U.S. dollars. If we commence legal proceedings to collect any payment and prevails, you shall pay our reasonable attorney fees, court costs and other collection expenses. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. 
  6. Confidentiality
    Each of us acknowledges that we will not share Confidential Information. The Receiver will: (i) protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care, (ii) not disclose Confidential Information to any third party (except our third party service providers), and (iii) limit access to Confidential Information to its employees, contractors, advisors and agents. Upon notice to the Disclosure, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process. 
  7. Proprietary Rights
    This is an Agreement for access to and use of the Services, and you are not granted a license to any software by this Agreement. You acknowledge that you have no proprietary interest in the Services, including, but not limited to, the servers, software, or data used by us in the provision of the Services. All right, title and ownership to the Services, the Refined Data, or any software (both in object code and source code format), hardware or know-how which we license or develop to provide the Services is owned exclusively by us or our licensors (if any). We retain all ownership rights in the Refined Data and the Services. You may only use the Refined Data in connection with your use of the Services during the Term. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Services or the Refined Data in whole or in part, by any means, except as expressly authorized in writing by us. In addition, you agree not to, and to not cause, permit, allow or facilitate others (directly or indirectly) to, modify, copy, or reverse engineer the Services or any part thereof. RealWork Labs, the RealWork Labs logo, and other marks that we use from time to time are our trademarks. The appearance, layout, color scheme, and design of the Site are protected trade dress. You may not use any of these without our prior written permission. We encourage all customers to comment on the Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Services, without payment or attribution to you. 
  8. Customer Data
    You acknowledge and agree that you grant us an irrevocable license and right to create derivative works based on the Customer Data and to use the Customer Data to provide the Services and to improve the Services during the Term and thereafter. You agree that we may provide derivative works based on Customer Data to third parties during and after the Term.You represent and warrant to us that: (i) your collection and provision to us of any Customer Data will not infringe any third-party rights, including specifically any privacy right or related contractual obligation; (ii) you have the right to provide the Customer Data to us, have obtained all clearances and permissions as necessary for us to provide the Services, free and clear of liens, claims and encumbrances, (iii) the Customer Data will not contain any computer code that would (or enable you to) disable software or impair in any way its operation based upon the elapsing of time, exceeding a specified number of copies, advancement to a particular date or other numeral, or other similar self-destruct mechanisms.YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, STORE, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, STORE OR MANAGE SENSITIVE INFORMATION. 

  9. Publicity
    You grant us the right to add your name and company logo to our customer list and website. 

  10. Use and Limitations of Use 
    1. Acceptable Use. You acknowledge and agree that you are receiving only the right to access and use the Services on a non-exclusive basis. You have not received and will not receive any license to any software or other materials that RealWork Labs may use in connection with making the Services available to you. You are responsible for: (1) making all arrangements necessary for you to have access to the Services; and (2) ensuring that all persons who access the Services through your Internet connection are aware of these Terms of Service and comply with them. You agree to use the Services only for lawful purposes in accordance with the Terms of Service. Without limiting the foregoing, in the event that the Services include access to tools or features that enable you to send messages to third parties, you agree that you will abide by applicable law in connection with your use of those tools and features, including laws and regulations applicable to commercial SMS messages and commercial email communications. 
    2. Prohibited and Unauthorized Use. You will not (i) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Services in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Services; (iii) attempt to gain unauthorized access to the Services; (iv) access the Services other than through our interface; or (v) use the Services for any purpose or in any manner that is unlawful or prohibited by this Agreement.You will notify us right away of any unauthorized use of your identifications and passwords or your account by contacting Customer Support as set forth in the Order Statement.

       

  11. Third-Party Sites and Products
    Third-Party Sites and Products are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product. You agree to use Third-Party Sites and Products only in compliance with any terms of use specified by each Third-Party Site and Product. We do not control the content, messages or information found in the Third-Party Sites and Products. We will not have any liability with regards to the Third-Party Sites and Products and any actions resulting from your use of the Third-Party Sites and Products

  12. Indemnification
    You agree to indemnify, hold harmless, and, if requested by us, defend us, our affiliates, licensors, service providers, successors and assigns, and our and their respective officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees and court costs) arising out of or relating to (i) your violation of these Terms or your use of the Services, including, but not limited to, any Customer Data that you provide, (ii) any violation of applicable law, (iii) use of Third-Party Sites and Products, or (iv) the unauthorized use of the Subscription Service by any other person using your User information. For purposes of your obligations under this paragraph, you agree that you are responsible for the acts and omissions of all persons who access and/or use the Services through your account and/or on your behalf, to the same extent as if such acts and omissions were your own. For avoidance of doubt, if you purchase the Services for the benefit of your affiliates or franchisees, you agree to be responsible for their compliance with these Terms, to the same extent as if each affiliate or franchisee were accessing and using the Services under your account and on your behalf.

     

  13. Disclaimers; Limitations of Liability
    1. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, REALWORK LABS CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE SUBSCRIPTION SERVICE, REALWORK LABS CONTENT AND THE CONSULTING SERVICES INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION AND/OR DATA ACCURACY. NO WARRANTIES ARE IMPLIED ON THE BASIS OF TRADE USAGE, COURSE OF PERFORMANCE, AND/OR COURSE OF DEALING.

       

    2. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

       

    3. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR INDEMNITY OBLIGATIONS, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, REALWORKS LABS IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, YOU AGREE THAT THE AGGREGATE LIABILITY OF REALWORK LABS WILL BE LIMITED TO THE LESSER OF FIVE THOUSAND DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

       

    4. Third Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

       

  1. Termination, Suspension and Expiration
    1. Termination for Cause. Either party may terminate this Agreement for cause: (i) upon ten (10) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. This Agreement may not otherwise be terminated prior to the end of the Term.

       

    2. Suspension for Prohibited Acts. We may immediately suspend any User’s access to the Subscription Service without notice for: (i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement or (ii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.

       

    3. Suspension for Non-Payment. We may suspend your access to all or any part of the Subscription Service and/or Website upon (10) days’ notice to you of non-payment of any amount past due. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. If the Subscription Service is suspended for non-payment, we may charge a reactivation fee to reinstate the Subscription Service.

       

    4. Suspension for Present Harm. If your website on, or use of, the Subscription Service: (i) is being subjected to denial of service attacks or other disruptive activity, (ii) is being used to engage in denial of service attacks or other disruptive activity, (iii) is creating a security vulnerability for the Subscription Service or others, (iv) is consuming excessive bandwidth, or (v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service. We will try to limit the suspension to the affected portion of the Subscription Service and promptly resolve the issues causing the suspension of the Subscription Service.

       

    5. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, you will stop all use of the Service, and if we request, you will provide us written confirmation that you have discontinued all use of the Refined Data. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Term. Fees are otherwise non-refundable. You acknowledge that we retain the rights granted by this Agreement to use Customer Data upon termination or expiration of this Agreement, but we have no obligation to back up or store any Customer Data except as set forth below. As long as you have paid all fees owed to us, if you make a written request within ten (10) days after termination or expiration of the Term, we will provide you with temporary access to the Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. We may withhold access to Customer Data until you pay any fees owed to us. If it is more than ten (10) days after termination or expiration of the Term, we will have no obligation to maintain or provide you the Customer Data and may, unless legally prohibited, delete all Customer Data in our systems or otherwise in our control.
  1. General
    1. Amendment; No Waiver. We may update and change any part or all of these Terms of Service. If we update or change these Terms of Service, the updated Terms of Service will be posted at www.realworklabs/terms. The updated Terms of Service will become effective and binding on the next business day after it is posted. When we change these Terms of Service, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review these Terms of Service periodically. If you do not agree with a modification to the Terms of Service, you must cease using the Service immediately. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

       

    2. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

       

    3. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

       

    4. Compliance with Laws. We will comply with all U.S. state and federal laws that are applicable to our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all laws in your use of the Subscription Service and Consulting Services, including any applicable export laws. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.

       

    5. Severability. If any part of this Agreement or an Order Statement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

       

    6. Entire Agreement. This Agreement (including each Order Statement and Statement of Work), along with our Privacy Policy, is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service.

       

    7. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

       

    8. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

       

    9. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

       

    10. Survival. The following sections in the ‘General Terms’ shall survive the expiration or termination of this Agreement: ‘Definitions’, ‘Fees and Payments’, ‘Proprietary Rights’, ‘Customer’s Proprietary Rights’, ‘Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Termination, Suspension and Expiration’, and ‘General’.

       

    11. Precedence. In the event of a conflict between the terms of this Agreement and an Order Statement or Statement of Work, the terms of this Agreement shall control unless the Order Statement or Statement of Work expressly references the relevant provision of this Agreement and clearly indicates the intent to supersede such provision.

       

    12. RealWork Labs controls and operates this site from its office in Texas and makes no representation that the site, services or materials are appropriate or will be available for use in locations other than the United States. If you use this site and/or its services from outside the United States, you are entirely responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries in relation to the materials. These terms will be governed by Texas law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. You shall bring all disputes, actions, claims, or causes of action related to these terms or in connection with this site only in the federal and state courts located in Travis County, Texas. If any provision of these terms is held by a court of competent jurisdiction to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties, with all other provisions remaining in full force and effect.
    13. The failure of RealWork Labs to enforce any right or provision in these terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by RealWork Labs in writing. No joint venture, partnership, employment or agency relationship exists between you and RealWork Labs. These terms comprise the entire agreement between you and RealWork Labs, and supersede all prior or contemporaneous negotiations, discussions or agreements, if any, between the parties regarding the subject matter contained herein.