Clear Terms for a Trusted Platform

These Terms of Service (the "Agreement" or "Terms") constitute a legally binding contract between you ("User," "you," or "your") and Soft Desk, Inc., a Delaware corporation ("Company," "we," "us," or "our"), governing your access to and use of the Soft Desk platform, website, APIs, and all related features and services (collectively, the "Service").

By creating an account, clicking "I Agree," or by accessing or using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are entering into this Agreement on behalf of an organization (a corporation, partnership, employer, or other legal entity), you represent and warrant that you have the legal authority to bind that organization to this Agreement, in which case the terms "you" and "your" refer to that organization. If you do not have such authority, you must not accept this Agreement or use the Service.

If you do not agree to these Terms, you must not access or use the Service.

To use the Service, you must meet all of the following requirements:

• You must be at least 18 years of age (or the age of legal majority in your jurisdiction, if higher) to create an account or enter into this Agreement.
• You must not be a person barred from receiving the Service under the laws of the United States, your jurisdiction of residence, or any other applicable jurisdiction.
• The Service is a B2B (business-to-business) platform intended for professional use by organizations and their employees. Use by consumers outside of a commercial context may be subject to additional consumer protection rights under applicable law.
• You may not use the Service for any purpose that is illegal, fraudulent, or prohibited by these Terms.

The Service is not directed to children under the age of 13. If we learn that a child under 13 has provided personal information without verified parental consent, we will delete such information promptly. Organization administrators are responsible for ensuring employee accounts comply with applicable age requirements in their jurisdiction.

A. Account Creation

To access most features of the Service, you must register for an account. You agree to provide accurate, current, and complete information during registration, and to keep such information updated at all times. Providing false, misleading, or fraudulent information is grounds for immediate account suspension or termination.

B. Account Security

You are responsible for: (i) maintaining the confidentiality and security of your account credentials; (ii) all activities that occur under your account; and (iii) immediately notifying us at security@soft desk.io of any unauthorized use of your account or any other security breach. We will not be liable for any loss or damage resulting from your failure to maintain the security of your account.

C. Organization Accounts

An organization account ("Workspace") may be created by a designated administrator ("Admin"). The Admin may invite additional users ("Members") and configure roles and permissions. The Admin accepts these Terms on behalf of the organization and is responsible for ensuring that all Members comply with this Agreement. The organization is responsible for the actions of its Members within the Service.

D. Account Ownership

Individual accounts belong to the individual user. Workspace accounts belong to the subscribing organization. If you create a Workspace using a corporate email address, the organization associated with that email domain may claim administrative rights to the Workspace, subject to domain verification.

A. Plans

The Service is offered under the following plan tiers: (i) a free Individual plan; (ii) paid Professional plans billed per user per month or per year; and (iii) custom Enterprise plans. Features, limits, and pricing for each plan are described on our pricing page and may change upon notice.

B. Fees & Payment

All fees are quoted and charged in U.S. Dollars (USD) unless otherwise stated. Paid plans are billed in advance on a recurring cycle (monthly or annual, as selected). Payment is processed by our third-party payment processor (Stripe, Inc.). By providing a payment method, you authorize us to charge all fees as they become due. You represent that the payment method belongs to you or that you are authorized to use it.

C. Free Trials

We may offer a free trial period for paid plans. At the end of the trial period, your subscription will automatically convert to the applicable paid plan and your payment method will be charged unless you cancel before the trial ends. We will provide advance notice of the trial end date.

D. Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel via your account settings or by contacting billing@soft desk.io at least 3 business days before the renewal date. Cancellation takes effect at the end of the current paid period; no refunds are issued for partial periods except as required by applicable law.

E. Price Changes

We reserve the right to change subscription fees. We will provide at least 30 days' advance written notice (via email to your registered address) before any price increase takes effect. Your continued use after the effective date constitutes acceptance of the new pricing.

F. Taxes

Fees are exclusive of all applicable taxes, levies, or duties imposed by taxing authorities. You are responsible for paying all such taxes. Where we are required by law to collect VAT, GST, or similar taxes, these will be added to your invoice.

G. Refunds

Except as required by applicable law (including consumer protection laws in certain jurisdictions), all fees are non-refundable. If you are a consumer in the EU or UK, you may have a statutory right of withdrawal within 14 days of purchasing a paid plan, subject to the conditions of the relevant consumer protection regulations. To exercise this right, contact billing@soft desk.io within 14 days of purchase.

H. Late Payments

Overdue invoices may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. We reserve the right to suspend access to paid features upon non-payment after a 10-day cure period following written notice.

A. License Grant

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service solely for your internal business purposes during the term of your subscription.

B. Restrictions

You may not: (i) copy, modify, distribute, sell, sublicense, or create derivative works of the Service or any part thereof; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service; (iii) access the Service to build a competing product or service; (iv) remove or alter any proprietary notices, labels, or marks on the Service; (v) use the Service in any manner that violates applicable law or these Terms.

C. API Access

Where we provide API access, your use of the API is subject to additional API terms which are incorporated into this Agreement. We reserve the right to set and enforce rate limits on API calls to maintain platform stability.

You agree not to engage in any of the following while using the Service:

• Unauthorized Access: Attempting to gain unauthorized access to the Service, other accounts, computer systems, or networks connected to the Service via hacking, password mining, credential stuffing, or any other means.
• Interference & Disruption: Engaging in any action that imposes an unreasonable or disproportionate load on the Service infrastructure, or that disrupts or degrades the performance of the Service for other users (including DDoS attacks, scraping at excessive rates, or transmitting malware).
• Fraudulent or Misleading Conduct: Impersonating any person or entity, falsely representing your identity or affiliation, or submitting false data into the Service.
• Unlawful Content or Conduct: Using the Service to store, transmit, or process any content or data that: infringes third-party intellectual property rights; constitutes defamation, harassment, or hate speech; violates privacy rights; or is otherwise illegal under applicable US federal, state, or local law, or the laws of your jurisdiction.
• Circumventing Controls: Attempting to bypass, disable, or circumvent any security feature, access control, usage limit, or technical protection measure.
• Data Mining & Scraping: Using automated means to extract data from the Service beyond what is expressly permitted by an authorized API integration.
• Violation of Export Laws: Using or exporting the Service in violation of US Export Administration Regulations (EAR) or any applicable export control laws.

Violation of these prohibitions may result in immediate account suspension or termination, at our sole discretion, and may expose you to civil and criminal liability.

A. Your Data

All data you input, upload, or generate within the Service, including attendance records, time entries, project information, and employee profiles ("Customer Data"), remains your property (or your organization's property). We claim no ownership over Customer Data.

B. License to Customer Data

By using the Service, you grant us a limited, worldwide, non-exclusive license to access, process, host, reproduce, and display Customer Data solely as necessary to: (i) provide and maintain the Service; (ii) prevent or address technical or security issues; and (iii) comply with your instructions and applicable law. We do not use Customer Data to train machine learning models without your explicit consent.

C. Data Processing Agreement

Where you are processing personal data of EU/UK/Swiss individuals (e.g., employee attendance records), applicable data protection law (including GDPR Article 28) may require a Data Processing Agreement (DPA) between us. A standard DPA is available upon written request to privacy@soft desk.io and is incorporated into this Agreement upon execution.

D. Privacy Policy

Our collection and use of personal data is governed by our Privacy Policy, which is incorporated into this Agreement by reference. By using the Service, you acknowledge that you have read and agreed to our Privacy Policy.

E. Data Export & Deletion

You may export your Customer Data in standard formats (CSV, JSON) at any time through your account settings. Upon termination of your account, we will retain Customer Data for 90 days to allow for data retrieval, after which it will be permanently deleted from our production systems (subject to backup retention schedules and legal hold obligations described in the Privacy Policy).

A. Our IP

The Service and all of its components — including but not limited to software, source code, algorithms, user interfaces, designs, text, graphics, logos, trademarks, trade secrets, and documentation — are the exclusive property of Soft Desk, Inc. and are protected by United States and international intellectual property laws, including the Copyright Act (17 U.S.C. § 101 et seq.), the Lanham Act, and applicable patent law. All rights not expressly granted in these Terms are reserved by Soft Desk, Inc.

B. Trademarks

"Soft Desk," the Soft Desk logo, and all related product names and taglines are trademarks or registered trademarks of Soft Desk, Inc. You may not use our trademarks without our prior written consent. Third-party trademarks referenced on the platform belong to their respective owners.

C. Feedback

If you submit ideas, suggestions, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, royalty-free, worldwide license to use, implement, modify, and exploit such Feedback for any purpose, without compensation or attribution to you. We are under no obligation to implement any Feedback.

D. DMCA / Copyright Infringement

We respect intellectual property rights. If you believe that content on the Service infringes your copyright, please send a written notice complying with the requirements of 17 U.S.C. § 512(c)(3) (the DMCA) to our designated agent:

DMCA Agent: legal@soft desk.io | Soft Desk, Inc. — Attn: DMCA Agent, [COMPANY_ADDRESS], Wilmington, Delaware 19801, USA.

We will respond to valid DMCA takedown notices in accordance with applicable law and reserve the right to terminate the accounts of repeat infringers.

The Service may contain links to, or integrate with, third-party websites, applications, or services ("Third-Party Services") that are not owned or controlled by Soft Desk, Inc. These may include payment processors, calendar integrations, SSO providers, and analytics tools.

We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any Third-Party Services. We encourage you to review the terms and privacy policies of any Third-Party Services you use in connection with the Service.

Your use of Third-Party Services is governed solely by the terms of those services. We are not a party to any transaction or relationship between you and any third-party provider, and we disclaim all liability arising from such transactions or relationships.

A. Availability

We strive to maintain the Service with a target of 99.9% monthly uptime for paid plans. Planned maintenance will be announced at least 48 hours in advance via our status page (status.soft desk.io). We are not liable for any unavailability caused by circumstances beyond our reasonable control (see Section 18 — Force Majeure).

B. Changes to the Service

We reserve the right to modify, update, suspend, or discontinue any part of the Service at any time. For material changes that reduce functionality in your current paid plan, we will provide at least 30 days' written notice and, where applicable, a pro-rated refund for the unused portion of your subscription.

C. Beta Features

We may offer certain features or functionality in a beta, preview, or early access state ("Beta Features"). Beta Features are provided "as is," without any warranty or SLA, and may be discontinued at any time. Beta Features are not covered by our standard support commitments.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY.

WE DO NOT WARRANT THAT: (I) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS; (II) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (III) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED; OR (IV) ANY DATA TRANSMITTED THROUGH THE SERVICE IS SECURE OR WILL NOT BE INTERCEPTED BY THIRD PARTIES.

Some jurisdictions do not allow the exclusion of implied warranties or limitations on consumer statutory rights. In such jurisdictions, the above disclaimers apply to the fullest extent permitted by law. Consumers in the European Union retain applicable statutory rights under EU consumer protection law that cannot be excluded or waived by contract.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) EXCLUSION OF CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL SOFT DESK, INC., ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF (OR INABILITY TO USE) THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(B) AGGREGATE CAP ON LIABILITY: OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (I) THE TOTAL FEES PAID BY YOU TO SOFT DESK, INC. IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY; OR (II) ONE HUNDRED U.S. DOLLARS (USD $100).

These limitations reflect a fair allocation of risk between the parties and are a fundamental basis of the bargain between us. Some jurisdictions do not permit the exclusion or limitation of certain categories of damages. In those jurisdictions, our liability is limited to the fullest extent permitted by law. EU consumers retain any mandatory rights under applicable consumer protection legislation that cannot be excluded.

You agree to defend, indemnify, and hold harmless Soft Desk, Inc. and its officers, directors, employees, agents, contractors, affiliates, successors, and assigns from and against any claims, liabilities, damages, losses, penalties, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Your access to or use of the Service in violation of these Terms.
• Your Customer Data, including any claim that it infringes the intellectual property rights, privacy rights, or other rights of a third party.
• Your violation of any applicable law, regulation, or order.
• Any misrepresentation made by you in connection with the Service.

We reserve the right to assume exclusive control of any matter subject to indemnification by you, at your expense. You agree to cooperate fully with our defense of such claims. You may not settle any claim that imposes liability or obligation on us without our prior written consent.

A. Informal Resolution First

Before initiating any formal dispute proceeding, you and Soft Desk, Inc. each agree to provide the other party with written notice of the dispute ("Notice of Dispute") and to attempt in good faith to resolve the dispute informally within 30 daysof receipt of such notice. Notices must be sent to: legal@soft desk.io (for notices to us) or your registered email address (for notices to you).

B. Binding Arbitration

If the parties are unable to resolve a dispute informally, any dispute, claim, or controversy arising out of or relating to these Terms or the Service — including questions about the validity, enforceability, or scope of this arbitration clause — shall be resolved exclusively by binding arbitration, except as set forth in Section 14(D) below.

Arbitration shall be administered by JAMS (jamsadr.com) pursuant to its Comprehensive Arbitration Rules and Procedures, or its Streamlined Arbitration Rules for claims under $250,000 USD. The arbitration shall be conducted in English by a single arbitrator. The arbitration may be conducted by videoconference. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

The parties shall each bear their own costs and attorneys' fees in arbitration, except that: (i) the arbitrator may award fees and costs to the prevailing party as permitted by law; and (ii) if we initiate arbitration and you are an individual consumer, we will pay all JAMS filing fees and costs regardless of outcome.

C. Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY LAW, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. All disputes must be brought on an individual basis only. The arbitrator does not have authority to consolidate claims of multiple parties or to award class-wide relief.

D. Exceptions

The following disputes are not subject to arbitration and may be pursued in court: (i) claims for emergency injunctive or equitable relief to prevent imminent harm; (ii) claims related to intellectual property infringement; and (iii) small claims court actions, where eligible. EU consumers retain the right to bring claims before their local courts and may also use the European Commission's Online Dispute Resolution platform (ec.europa.eu/odr).

E. Opt-Out Right

If you are a new user, you may opt out of the arbitration agreement by sending written notice to legal@soft desk.io with the subject line "Arbitration Opt-Out" within 30 days of first accepting these Terms. Opting out will not affect any other provision of these Terms.

These Terms and any dispute arising out of or related to them shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-law principles.

For disputes not subject to arbitration under Section 14, the parties consent to the exclusive personal jurisdiction of the federal and state courts located in New Castle County, Delaware and waive any objection to the exercise of jurisdiction by such courts.

European Union and United Kingdom Users: Nothing in this Section limits your right under mandatory EU or UK consumer protection law to bring proceedings in your local courts or to have your local mandatory law applied. EU consumers in particular retain all rights conferred by EU Directive 2019/771 on sale of goods and Directive 2011/83/EU on consumer rights.

The Service is operated from the United States but is available to users worldwide. By accessing the Service from outside the United States, you acknowledge that your use may be subject to local laws in addition to these Terms. You are responsible for compliance with any applicable local laws.

Export Controls: The Service is subject to United States export control laws and regulations, including the Export Administration Regulations (15 C.F.R. Parts 730–774) administered by the U.S. Department of Commerce and the economic sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). You may not use, export, re-export, transfer, or access the Service:

• To or from any country or territory that is subject to a comprehensive U.S. embargo (currently including Cuba, Iran, North Korea, Syria, and the Crimea/Donetsk/Luhansk regions of Ukraine).
• To any person or entity on the U.S. Treasury Department's Specially Designated Nationals (SDN) list, or on any applicable U.S. or UN sanctions list.
• For any end-use prohibited by U.S. export regulations, including weapons of mass destruction development or proliferation activities.

By using the Service, you represent and warrant that you are not located in any such country or territory, and that you are not on any such prohibited list. We reserve the right to terminate accounts or block access where export control laws require or recommend such action.

EU / UK Users: The Service complies with GDPR and UK GDPR as described in our Privacy Policy. EU users may also have rights under the EU Digital Services Act (DSA) and the EU Digital Markets Act (DMA) where applicable.

Australia: Users in Australia are protected by the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010). Nothing in these Terms limits statutory guarantees that cannot be excluded under Australian law.

Canada: Soft Desk complies with the Personal Information Protection and Electronic Documents Act (PIPEDA) for Canadian users. Quebec residents have additional rights under Law 25 (Act Respecting the Protection of Personal Information in the Private Sector).

A. Termination by You

You may terminate your account at any time by using the account deletion feature in your settings or by contacting support@soft desk.io. Termination of a paid plan takes effect at the end of the current billing period. Fees already paid are non-refundable (except as required by applicable law).

B. Termination or Suspension by Us

We may suspend or terminate your access to the Service immediately, without prior notice, for any of the following reasons:

• Material or repeated breach of these Terms.
• Non-payment of subscription fees after a 10-day cure period following written notice.
• Where we are required to do so by law, regulation, or court order.
• Where continued access poses a security risk to the Service or other users.

For non-material breaches, we will provide at least 14 days' written noticeand an opportunity to cure before termination.

C. Effect of Termination

Upon termination: (i) all licenses granted to you under these Terms immediately cease; (ii) you must cease all use of the Service; (iii) we will make your Customer Data available for export for 90 days post-termination, after which it will be permanently deleted. Sections 7, 8, 11, 12, 13, 14, 15, 17(C), and 18 survive termination of this Agreement.

A. Entire Agreement

These Terms, together with our Privacy Policy, any Data Processing Agreement, and any other agreement expressly incorporated by reference, constitute the entire agreement between you and Soft Desk, Inc. with respect to the Service and supersede all prior understandings, negotiations, and agreements, whether written or oral.

B. Modifications to Terms

We reserve the right to modify these Terms at any time. For material changes, we will provide at least 30 days' advance written notice via email and/or in-app notification. Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree, you must discontinue using the Service before the changes take effect.

C. Severability

If any provision of these Terms is found invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

D. Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorized representative of Soft Desk, Inc. to be effective.

E. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may freely assign these Terms, including in connection with a merger, acquisition, or sale of all or substantially all of our assets, with 30 days' notice to you.

F. Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authority, fire, flood, pandemic, internet or telecommunications failures, or acts of governmental authorities.

G. Notices

Notices from us to you will be sent to your registered email address or posted within the Service. Legal notices to us must be sent to: Soft Desk, Inc. — Attn: Legal Department, [COMPANY_ADDRESS], Wilmington, Delaware 19801, USA, with a copy to legal@soft desk.io.

H. No Third-Party Beneficiaries

These Terms do not confer any rights or remedies upon any third party, except as expressly stated herein.

I. Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and Soft Desk, Inc. You are an independent contractor and have no authority to bind Soft Desk, Inc. in any way.

For any questions, notices, or inquiries regarding these Terms, please contact us:

• General Support: support@soft desk.io
• Billing: billing@soft desk.io
• Legal / Compliance: legal@soft desk.io
• Privacy / DMCA: privacy@soft desk.io
• Mailing Address: Soft Desk, Inc. — Attn: Legal, [COMPANY_ADDRESS], Wilmington, Delaware 19801, United States

We aim to respond to all legal inquiries within 5 business days.