WorkflowUnity LLC: Master Services Agreement

This Master Services Agreement ("Agreement") is between WorkflowUnity LLC, a Washington limited liability company, 17404 Meridian E, Ste F-1074, Puyallup, WA 98375 ("WorkflowUnity," "we," "us"), and the client named on the Order ("Client," "you"). It applies to every estimate, proposal, plan or order that you sign or accept and that refers to it (each an "Order"). Schedule A (Data Processing Addendum) and Schedule B (Unity Plan and Hosted Services Terms) follow these terms and are part of this Agreement. 1. DEFINITIONS "Client Data" means data that you, your users, or your customers put into, or that is collected by, any system we build or host for you, including personal information about your customers, employees, members, donors, attendees and website visitors. "Client Materials" means content, text, images, logos, documents, templates, contract language, notices, prices, tax settings, product and service claims, and other material you provide or approve. "Deliverables" means the software, websites, designs, configurations, documentation and other work product we deliver under an Order. "Services" means the work and ongoing services described in an Order, including development, hosting, maintenance, the Unity Plan, marketing, and support. "Unity Tools" means our own software, services, and materials used to build, run, and improve client systems, whether made before or after this Agreement, including the Unity plugin and its modules, the Owner's Hub, change desk, bug-report tool, signature suite, tax tool, AI features, server-side services, prompts, scripts, templates, and all improvements to them, unless an Order lists a specific item as custom work for you. "Compliance Aids" has the meaning in section 7. 2. HOW THE DOCUMENTS FIT TOGETHER 2.1 This Agreement consists of these terms, each Order, Schedule A (Data Processing Addendum), Schedule B (Unity Plan and Hosted Services Terms) when you receive hosted or recurring services, and any signed change order or amendment. 2.2 If they conflict: (a) an Order controls only as to scope, deliverables, price, payment schedule and dates; (b) Schedule A controls as to the processing of personal information; (c) Schedule B controls as to hosted and recurring services; and (d) these terms control on everything else, including ownership, warranties, indemnity, limitation of liability and disputes. A sales page, ad, proposal summary, chat message, or marketing statement is not part of this Agreement and does not change it. 3. PRICE AND PAYMENT TERMS The price shown on the approved Order is a fixed total price for the scope signed. Payment follows the schedule the Client chose at signing: an equal monthly installment plan, a split schedule (for example 40/30/30), or payment in full. Unless the Order says otherwise, the first payment is due at signing, before work begins. All invoices are due within 7 days of issuance. Quoted prices exclude sales and use taxes; applicable taxes are added to each invoice. A payment more than 7 days late accrues a late charge of 1% per month (12% per year) on the overdue amount, or the highest rate permitted by law if that is lower, may result in work or services being paused under section 17, and the Client is responsible for reasonable costs of collection, including attorneys' fees. 4. INSTALLMENT PLANS AND EARLY PAYOFF An installment plan is a way to pay the fixed total price in parts. It is not a subscription, it is not a loan or financing, and it carries no interest. Choosing installments does not change the total price. The Client may pay off the remaining balance early at any time, without penalty. If the installment plan ends early for any reason, including (a) the Client cancelling the project or the plan, (b) the Client ending the Unity Plan or other hosting service for the delivered system, or (c) any payment remaining unpaid more than 15 days after WorkflowUnity sends written notice (email is sufficient), then the entire remaining balance of the total price becomes due immediately, the same as if the Client had paid up front. WorkflowUnity will send an invoice for that remaining balance, due upon receipt. The only exceptions are the two exits described in Schedule A section 6.2 and Schedule B section 1.2. 5. CHANGE ORDERS The scope of work is fixed at signing. Additions, modifications, or changes requested after signing require a written change order signed by both parties before work on the change begins. Change orders are billed at the rate stated in the change order, or if none is stated, at $175 to $225 per hour with a 4-hour minimum. Work we choose to do without charge outside the signed scope is a courtesy: it does not expand the scope, create a warranty, or obligate us to continue it. 6. CLIENT RESPONSIBILITIES AND COMPLIANCE 6.1 Your business is yours. You decide how to run your business and how to use the Deliverables and Services. You are solely responsible for your products, services, prices, contracts, communications, and dealings with your customers, employees, contractors, members, donors, attendees, vendors and the public. 6.2 Legal content is yours. You are solely responsible for the legal sufficiency, accuracy and completeness of all Client Materials and of every document, contract, estimate, invoice, notice, disclosure, policy, warranty, form, message and statement that you create, approve, send, publish, or have signed using the Deliverables or Services. This includes, for example: (a) the terms of your customer contracts and estimates, cancellation and rescission notices, warranties, license and registration numbers, lien and contractor disclosures, and anything else the law requires you to give your customers; (b) your privacy policy, cookie or tracking notices, terms of use, accessibility statement, refund and ticket policies, and SMS or email consent language; (c) your tax rates, tax decisions, tax filings and payments; (d) your payroll, time records, wage statements, overtime and leave calculations, and employment decisions; and (e) your choices about what data to collect, which trackers, analytics, advertising tags, chat tools, call recording or transcription to use, and who receives data. We may set up templates, defaults or sample language at your request. When we do, it becomes Client Material once you approve it or use it. 6.3 Compliance with law. You will comply with all laws that apply to your business and to your use of the Deliverables and Services. Examples include consumer protection, privacy, data security, health data, telemarketing and texting, commercial email, call-recording consent, home-solicitation and cooling-off rules, contractor registration, licensing, wage and hour, employment, tax, accessibility, intellectual property, charitable solicitation, and payment card rules. You are responsible for getting every notice to and consent from your customers, employees and users that the law requires for the data you collect and the messages, calls and signatures you send or request through the Services. 6.4 Review before you rely. You will review and approve outputs before you rely on them or send them to others. Outputs include estimates, invoices, tax amounts, payroll and time exports, job-cost figures, reports, AI outputs, translations, and automated messages. Automated outputs can be wrong. 6.5 Your accounts, access and records. You are responsible for: your accounts with third parties (for example your domain registrar, payment processor, bank, accounting, phone and email providers); keeping your passwords and logins secure; turning on two-step sign-in where offered; removing access for people who leave; the acts of everyone who uses your logins; and keeping any records the law requires you to keep for longer than this Agreement provides. You can export your records at any time through the Services or by request. 6.6 Cooperation. You will give us timely information, decisions, content and access needed to perform. Our deadlines move by the length of any delay you cause. 6.7 Prohibited data. Unless an Order expressly says otherwise and we have signed a separate written agreement for it, you will not put into the Services: protected health information regulated by HIPAA; payment card numbers (other than through the payment processor's own fields); Social Security numbers, driver's license or ID numbers, or financial account numbers except where a feature is designed for them; data about children under 13; or consumer health data under Washington's My Health My Data Act. WorkflowUnity is not your HIPAA business associate unless we sign a business associate agreement. 7. COMPLIANCE AIDS ARE NOT PROFESSIONAL ADVICE 7.1 Some Deliverables and Unity Tools include features that help with legal, tax, financial, payroll, signature, notary, accessibility, or privacy tasks. Examples: contract and estimate templates, e-signature and audit certificates, notary tools, sales-tax rate lookups, payroll and time exports, job costing, consent checkboxes, cookie or privacy templates, accessibility checks, spam and fraud filters, and AI suggestions ("Compliance Aids"). 7.2 Compliance Aids are tools, not advice. WorkflowUnity is not a law firm, accounting firm, tax preparer, payroll provider, notary, insurer, or financial advisor, and does not give legal, tax, accounting, payroll or financial advice. Compliance Aids are general, may not fit your jurisdiction, industry or facts, may become out of date when laws or rates change, and are not reviewed for your specific situation. You should have your own attorney, accountant or other professional review anything you rely on. 7.3 Data from public sources (for example tax rates looked up from the Washington Department of Revenue) is provided as received. Confirm it before you file or charge. You are responsible for the amounts you charge, collect and remit. 7.4 An electronic signature, audit trail, or certificate produced by the Services is evidence of the signing process. It does not guarantee that a particular document is valid, enforceable, properly disclosed, or permitted to be signed electronically. Some documents and notices cannot be signed or delivered electronically, or need special consumer consent. Choosing which documents to sign electronically, and meeting those requirements, is your responsibility. 8. DELIVERY AND ACCEPTANCE When we deliver a Deliverable or milestone, you have 10 business days to test it and tell us in writing of any material failure to meet the Order, with enough detail for us to reproduce it. If you do not, or if you use it in live operation, it is accepted. We will fix reported material failures and redeliver, and the acceptance period restarts for the fixed items only. Acceptance does not end the warranty in section 13. 9. OWNERSHIP AND LICENSES 9.1 Yours. You keep all rights in Client Materials and Client Data. Your domain and any account opened in your name are yours. 9.2 Custom work. Custom code, designs and documentation created only for you and identified in the Order as custom work become yours when the total price has been paid in full. Until then, you have a non-exclusive license to use them while your payments are current. 9.3 Ours. We own the Unity Tools and our general skills, know-how, methods, and reusable code, including improvements we make while working for you. Nothing in this Agreement sells or transfers ownership of the Unity Tools to you. 9.4 Your license to Unity Tools. Once the amounts due for the Order or plan period under which a Unity Tool was delivered or installed have been paid in full, you have a perpetual, non-exclusive, royalty-free, non-transferable license to use, copy and modify the Unity Tools installed in your own websites and systems, only as part of those websites and systems and for your own organization. The license continues after an Order or plan ends, including after you move your website or system to another host. It may be transferred only together with the whole website or system and your business. You may not sell, rent, sublicense, or distribute the Unity Tools separately, or use them to provide services to anyone else. Hosted services, updates and support end as Schedule B describes, but this license does not. 9.5 Open-source software stays under its own license, and nothing here limits rights an open-source license gives you. 9.6 You give us a non-exclusive license to use Client Materials and Client Data only to provide the Services, as described in Schedule A. We may use your feedback freely. Unless you tell us in writing not to, we may list your name and logo as a client. 10. CLIENT DATA AND PRIVACY We process Client Data only to provide the Services and as described in Schedule A, which is part of this Agreement. You are the owner and controller of Client Data. You are responsible for having a lawful basis, notices and consents for the Client Data you collect and instruct us to process. We do not sell Client Data. 11. SECURITY We maintain reasonable administrative, technical and physical safeguards for the systems we host, as described in Schedule A. No system is completely secure. We do not promise that the Services will be free of all vulnerabilities, intrusions, or data loss. We will notify you of a security incident affecting Client Data as Schedule A provides. You are responsible for the security of systems, devices and accounts you control, and for your users' conduct. 12. AI FEATURES 12.1 Some Services use artificial intelligence (for example drafting, summarizing, classifying, answering questions, transcribing, or suggesting changes). AI features are turned on for a hosted site only as Schedule B describes. 12.2 AI output can be inaccurate, incomplete, biased, or inappropriate, and may resemble content others have created. You are responsible for reviewing AI output before you use it, publish it, send it, or rely on it, and for decisions made with it. AI output is not legal, tax, medical, financial, or other professional advice. 12.3 If you put an AI assistant in front of your customers (for example a website chat or phone assistant), you are responsible for what you allow it to say on your behalf, for disclosing to people that they are dealing with an automated system, and for honoring or correcting what it tells them. We configure such assistants to your instructions and to the limits in Schedule B. 12.4 We use the AI providers listed in Schedule A as subprocessors, under commercial terms that do not permit them to train their models on the content we send them. 13. LIMITED WARRANTY AND DISCLAIMER 13.1 For 30 days after launch or delivery of each Deliverable, we will fix, at no charge, any defect that makes it fail to materially perform as described in the Order, if you report it in writing during that period. Your exclusive remedy, and our entire liability, for a breach of this warranty is that we repair the defect or, if we cannot do so within a reasonable time, that we refund the fees paid for the defective portion. This warranty does not cover problems caused by Client Materials, your instructions, changes made by anyone other than us, third-party services, misuse, or changes in law, browsers, devices or third-party platforms. 13.2 EXCEPT FOR THE EXPRESS WARRANTY IN 13.1, THE DELIVERABLES, SERVICES, UNITY TOOLS, COMPLIANCE AIDS AND AI FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WORKFLOWUNITY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DATA WILL NOT BE LOST, THAT OUTPUTS WILL BE ACCURATE, OR THAT THE DELIVERABLES OR YOUR USE OF THEM WILL MEET ANY LEGAL, REGULATORY, ACCESSIBILITY, OR INDUSTRY REQUIREMENT, UNLESS AN ORDER EXPRESSLY STATES THAT A SPECIFIC REQUIREMENT IS PART OF THE SCOPE AND HOW IT WILL BE TESTED. 13.3 Marketing, advertising and search services are provided on a best-efforts basis. We do not guarantee rankings, traffic, leads, conversions, revenue, or any other business result. 13.4 Statements on our website, in ads, proposals or conversations, including statements about security, uptime, compliance, ownership or results, are not warranties unless they are written into an Order as part of the scope. 14. INDEMNIFICATION 14.1 By you. You will defend WorkflowUnity and its members, managers, employees and contractors ("WorkflowUnity Parties") against any claim, demand, suit, investigation or proceeding brought by a third party or a government authority, and pay the resulting damages, fines, penalties, settlements, and reasonable attorneys' fees and costs, to the extent it arises from or relates to: (a) Client Materials, including any claim that they infringe or misappropriate another's rights or are false, misleading or defamatory; (b) your products, services, prices, contracts, warranties, workmanship, or business operations; (c) any document, notice, disclosure, message, call, text, email, signature request, or statement that you created, approved, sent, or had signed using the Deliverables or Services, and its legal sufficiency; (d) your collection, use, disclosure or retention of Client Data, your instructions to us about it, and your choice of trackers, analytics, advertising tags, recording, or messaging features; (e) any dispute between you and your customers, employees, contractors, members, donors, attendees, users, or vendors; (f) your violation of law, of this Agreement, or of a third party's terms; (g) use of the Deliverables or Services by you or anyone using your logins, including after acceptance, and any modification made by anyone other than us; or (h) taxes, wages, or amounts you charged, collected, withheld, paid or failed to pay; except to the extent a court finally determines the claim was caused by WorkflowUnity's gross negligence, willful misconduct, or fraud. 14.2 By us. We will defend you against a third-party claim that custom code we wrote for you, as delivered by us and not modified by anyone else, infringes a United States copyright or misappropriates a trade secret, and pay the resulting damages finally awarded or settlements we agree to. This does not apply to claims arising from Client Materials, your instructions or specifications, third-party or open-source components, combination with items we did not provide, or use after we offered a non-infringing alternative. If such a claim is made or likely, we may modify the code to be non-infringing, get you a right to keep using it, or remove it and refund the fees paid for the affected part, depreciated over 36 months. This section states our entire obligation for infringement claims. 14.3 Process. The party seeking defense must promptly notify the other in writing (a delay excuses the defending party only to the extent it is harmed), let the defending party control the defense and settlement, and cooperate at the defending party's expense. The defending party may not settle in a way that admits fault for, or imposes a non-monetary obligation on, the other party without that party's consent, which will not be unreasonably withheld. The protected party may join with its own counsel at its own cost. 15. LIMITATION OF LIABILITY 15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, OR THE COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY. 15.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, WORKFLOWUNITY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, ALL ORDERS AND THE SERVICES, UNDER ANY THEORY (CONTRACT, TORT INCLUDING NEGLIGENCE, STATUTE, INDEMNITY OR OTHERWISE), WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY YOU TO WORKFLOWUNITY UNDER THE ORDER GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. 15.3 The cap in 15.2 applies to our obligations under section 14.2 and Schedule A, including any security incident. 15.4 The exclusions in 15.1 do not limit: your obligation to pay amounts owed (including an accelerated balance under section 4); your obligations under section 14.1; or either party's liability for its fraud, gross negligence or willful misconduct, or for amounts that cannot be limited by law. 15.5 These limits apply even if a limited remedy fails of its essential purpose. The parties agree that the fees reflect this allocation of risk, which is an essential basis of the bargain. 15.6 Any claim against WorkflowUnity must be brought within one (1) year after it accrues, unless the law requires a longer period. 16. INSURANCE 16.1 We may carry the insurance we consider reasonable for our business. Unless an Order requires specific coverage, we do not promise any particular type or amount of insurance. 16.2 You are responsible for insuring your own business, operations, property, employees, and liability to your customers. You should carry insurance appropriate to your business (for example general liability, professional or contractor liability, employment practices, and cyber coverage). 17. SUSPENSION We may suspend all or part of the Services, with notice where practical, if: (a) an undisputed payment is more than 15 days overdue after written notice; (b) suspension is needed to prevent harm to the Services, other clients, or the public, including a security threat, attack, spam or malware; (c) your use violates law, this Agreement, or Schedule B's acceptable use rules; or (d) a court, regulator, or law requires it. We will limit the suspension to what is reasonably needed and restore the Services promptly once the cause is resolved. Suspension under (a) does not end your access to export your Client Data under section 18.4. 18. TERM, TERMINATION AND EXIT 18.1 This Agreement starts when you first sign or accept an Order and continues until all Orders have ended. 18.2 Either party may cancel a project Order with 14 days' written notice. Cancelling does not reduce the total price of a fixed-price project: you owe for all work completed to date, and where you chose an installment plan, section 4 applies and the remaining balance becomes due immediately. Deposits are non-refundable once work has begun. 18.3 Either party may terminate this Agreement or an Order on written notice if the other materially breaches it and does not cure within 30 days after written notice (10 days for non-payment). Hosted and recurring services end as Schedule B describes. 18.4 On any ending, we will give you an export of your Client Data and, if paid in full, your custom work, as Schedule B section 9 describes. We will never hold back Client Data because of a payment dispute. We may hold back custom work that is not yet paid for. 18.5 After the export window, we delete Client Data as Schedule A describes, except records we must keep by law and our own business and billing records, including signed agreements and their audit trails. 18.6 Retention of your records. You are responsible for keeping the records the law requires you to keep, including signed customer contracts and their signing evidence, for as long as the law requires. While a hosted Service is active, we store those records for you as part of the Services. When the Service ends, your duty is met by taking the export in 18.4. If you need us to keep records beyond the export window, the Order must say so (for example, a paid records-retention add-on with a stated period). 18.7 Legal holds. If you tell us in writing that records in our care are subject to a litigation hold, subpoena, or government inquiry, we will suspend deletion of the identified records while the hold lasts, at your reasonable cost after the export window. If we receive a subpoena or legal demand for Client Data, we will refer the requester to you and notify you, unless the law prohibits it. 19. CONFIDENTIALITY 19.1 "Confidential Information" means non-public information that one party discloses to the other and that is marked confidential or should reasonably be understood to be confidential. For you, it includes Client Data and your business information. For us, it includes the Unity Tools' code, prompts, admin screens, pricing, and documentation. It does not include information that is or becomes public through no fault of the recipient, was known to the recipient without a duty of confidence, is independently developed, or is rightfully received from a third party without restriction. 19.2 The recipient will use Confidential Information only to perform or receive the Services, protect it with at least reasonable care, and share it only with its personnel, contractors and subprocessors who need it and are bound by confidentiality duties at least as protective. If the law requires disclosure, the recipient may disclose what is required after giving prompt notice where allowed. 19.3 These duties last for 3 years after this Agreement ends, and for trade secrets and Client Data, for as long as they remain trade secrets or are held. 20. DISPUTE RESOLUTION AND GOVERNING LAW 20.1 Washington law governs this Agreement, without regard to its conflict-of-law rules. 20.2 Before filing any claim, the party with the dispute will send written notice describing it, and the parties will try in good faith to resolve it for 30 days. If it is not resolved, the parties will attend one session of non-binding mediation in Pierce County, Washington, sharing its cost equally, before filing suit. Either party may seek a court order to stop misuse of its intellectual property or Confidential Information, or to collect undisputed amounts, without waiting. 20.3 Any action must be brought exclusively in the state or federal courts located in Pierce County, Washington, and each party consents to that venue and jurisdiction. 20.4 The prevailing party in any action is entitled to recover its reasonable attorneys' fees and costs. 21. NOTICES Legal notices must be in writing and sent by email with a copy by mail or courier. Notices to us go to kyle@workflowunity.io and WorkflowUnity LLC, 17404 Meridian E, Ste F-1074, Puyallup, WA 98375. Notices to you go to the email and address on the Order or the latest one you give us in writing. Routine operational notices (including payment reminders, incident notices, and subprocessor updates) may be sent by email or through the Owner's Hub. 22. DIGITAL SIGNATURE, AUTHORITY AND ELECTRONIC RECORDS By signing an Order digitally, the signer confirms that they have read, understood, and agree to this Agreement, and represents that they are authorized to sign on behalf of the Client named on the Order. Both parties agree to sign, deliver, and keep this Agreement and its records electronically, consistent with the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. 7001 et seq.) and the Washington Uniform Electronic Transactions Act (RCW 1.80). The signer's electronic signature carries the same legal weight as a handwritten signature. The executed PDF generated at signing, which reproduces this Agreement, the chosen payment schedule, and an audit trail with a SHA-256 integrity hash, is the authoritative record. A paper copy is available on request. 23. THE PARTIES 23.1 WorkflowUnity LLC is the only party on our side. No member, manager, employee or contractor of WorkflowUnity is a party to this Agreement or personally bound by it, and you agree to bring any claim arising from the Services only against WorkflowUnity LLC. 23.2 WorkflowUnity is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, fiduciary or employment relationship. 23.3 Mercy House Ministry is a separate nonprofit organization. It is not a party to this Agreement and has no obligation under it. 24. NO THIRD-PARTY BENEFICIARIES This Agreement is for the benefit of the parties only. Your customers, employees, users, members, donors, attendees and other third parties are not beneficiaries of it and have no rights under it, except that the WorkflowUnity Parties may enforce section 14.1. 25. SURVIVAL Sections 1, 2, 3 and 4 (amounts owed), 6.2 to 6.5, 7, 9, 10, 12.2, 13.2 to 13.4, 14, 15, 18.4 to 18.7, 19, 20, 21, 23, 24, 25 and 27, and Schedule A for as long as we hold Client Data, survive the end of this Agreement. 26. CHANGES TO THESE TERMS 26.1 A signed Agreement changes only by a written amendment signed or electronically accepted by both parties. New versions of these terms apply to you only when you sign or accept them, for example with a new Order. 26.2 We may update Schedule A's subprocessor list and Schedule B's operational policies (for example the acceptable use rules or the credit size guide) as those schedules describe, with notice. A change that materially reduces your rights or increases your price under a signed Order requires your written agreement. 27. GENERAL 27.1 Entire agreement. This Agreement is the entire agreement about its subject matter and supersedes all prior proposals, statements, marketing, and agreements. Each party confirms it has not relied on any statement not written in this Agreement. 27.2 Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor in a merger or sale of substantially all of its business or the relevant assets, with notice. 27.3 Force majeure. Neither party is liable for delay or failure to perform caused by events beyond its reasonable control. Examples include natural disasters, epidemics, war, terrorism, labor disputes, utility, internet or cloud-provider outages, failures of third-party platforms, denial-of-service or other cyberattacks that reasonable safeguards would not have prevented, and governmental action. The affected party will resume performance as soon as reasonably practicable. Force majeure does not excuse any payment obligation. 27.4 Severability and reformation. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and reformed to the minimum extent needed, and the rest stays in effect. 27.5 No waiver. A failure to enforce a provision is not a waiver of it. 27.6 Export and sanctions. You will not use the Services in violation of United States export control or sanctions laws. 27.7 Headings are for convenience only. "Including" means "including without limitation." This Agreement may be signed in counterparts and electronically. SCHEDULE A: DATA PROCESSING ADDENDUM A1. ROLES You are the owner and controller of Client Data and, where these terms apply, the "business," "regulated entity" or "owner or licensee" under applicable privacy and breach laws. We are your service provider and processor. We process Client Data only on your behalf, to provide the Services. For our own business data about you (for example your billing contacts and signed agreements) we act as an independent business under our Privacy Policy. A2. YOUR INSTRUCTIONS We process Client Data only on your documented instructions, which are this Agreement, your Orders, your configuration of the Services, and your written requests. We will tell you if we believe an instruction violates law, and we may decline to follow it. You are responsible for the lawfulness of your instructions and for giving the notices and getting the consents needed for us to process Client Data for you (section 6.3). A3. WHAT WE WILL NOT DO We will not: (a) sell or share Client Data, or use it for targeted advertising, as those terms are defined in applicable state privacy laws; (b) use or disclose Client Data for any purpose other than providing, securing, supporting and improving the Services for you, or as the law requires; (c) combine Client Data with personal information from other sources, except as needed to provide the Services or as the law permits; or (d) use Client Data to train AI models that serve anyone other than you. We may use aggregated, de-identified information that does not identify you or any person to operate and improve the Services, and we will not try to re-identify it. A4. OUR PEOPLE Everyone we allow to process Client Data is bound by confidentiality obligations and receives access only as needed. A5. SECURITY We maintain the safeguards in Annex 2, appropriate to the risk. We may update them as long as the overall protection does not decrease. A6. SUBPROCESSORS 6.1 You authorize the subprocessors listed in Annex 1. We bind each subprocessor in writing (including by accepting its standard terms) to data protection obligations appropriate to its role, and we remain responsible for its performance under this Schedule. 6.2 We will give at least 30 days' notice (by email or in the Owner's Hub) before adding or replacing a subprocessor that will process Client Data. If you object on reasonable data-protection grounds, we will discuss alternatives in good faith. If none works, you may end the affected Service, and the installment acceleration in section 4 does not apply to that ending. A7. HELPING YOU WITH REQUESTS AND COMPLIANCE 7.1 If a person asks us to access, correct, delete, or export their Client Data, we will forward the request to you and will not respond on our own except to say we forwarded it. The Services let you export, correct and delete records, and we will help with requests you cannot complete yourself within 10 business days. 7.2 We will give you information reasonably needed for your privacy assessments, consumer health data obligations, and regulator inquiries about the Services. Help beyond a reasonable amount is billed at our standard rates. 7.3 Deletion requests reach our backups as they rotate out under section A9. A8. SECURITY INCIDENTS 8.1 If we confirm unauthorized access to, or acquisition of, Client Data in our systems or our subprocessors' systems (a "Security Incident"), we will notify you without undue delay, and in any case within 72 hours after confirmation, so that you can meet your own notice deadlines. 8.2 Our notice will describe what we know: the nature of the incident, the data and approximate number of records involved, what we have done and recommend, and a contact. We will update you as we learn more, cooperate with your investigation, and preserve relevant logs. 8.3 You decide whether and how to notify individuals, regulators and others, unless the law requires us to notify directly. Our notice to you is not an admission of fault. 8.4 Each party bears its own costs, except that if the incident was caused by our breach of section A5, we will reimburse your reasonable, documented costs of legally required notices, subject to the limits in section 15. A9. RETURN AND DELETION When a Service ends, you may export Client Data as Schedule B section 9 describes. After 60 days we delete Client Data from live systems, and backups expire within a further 90 days. We may keep Client Data only where the law requires it, and we keep protecting it while we do. A10. AUDITS Once a year, or after a Security Incident, we will answer a reasonable written security questionnaire and provide summaries of our controls. On-site audits are not included, except where the law requires them, and then only at your cost, with reasonable notice, and under confidentiality. A11. LOCATION We store and process Client Data in the United States, unless an Order says otherwise or a subprocessor in Annex 1 states another location. A12. SENSITIVE DATA Section 6.7 lists data you may not put into the Services without a separate written agreement. Where an Order allows sensitive data (for example access codes, employee records, or signatures), we limit access to it to the roles that need it. ANNEX 1: SUBPROCESSORS (as of October 20, 2026) Amazon Web Services, Inc.: cloud hosting, storage, databases, email sending, sign-in, AI model access (Amazon Bedrock) and backups. USA. Cloudflare, Inc.: DNS, content delivery, security filtering and bot checks. Global network, USA company. Newfold Digital, Inc. (HostGator): shared web hosting for some client WordPress sites. USA. Stripe, Inc.: payment processing and invoicing, including Stripe Connect for client ticketing where used. USA. Google LLC: business email, and maps and address lookups where a feature uses them. USA. Brevo (Sendinblue SAS): transactional email for estimates, notices and website forms. EU and USA. Anthropic, PBC: AI model processing, only for AI features that call it directly. USA. Telnyx LLC: phone numbers, calls and text messages, only where a plan includes messaging or a phone assistant. USA. Intuit Inc. (QuickBooks Online): accounting sync, only for clients who connect it. USA. Client-owned services we connect to under your own account (for example your phone system, project software, calendar or domain registrar) are your vendors, not our subprocessors. ANNEX 2: SECURITY MEASURES 1. Encryption in transit (TLS) for hosted sites and apps, and encryption at rest for cloud storage and databases where our hosting providers support it. 2. Access control: named accounts, least privilege, and multi-factor authentication where available on administrative accounts. Clients receive owner-level logins on their own sites. 3. Separation: where an Order provides, a client's system runs in its own cloud account. 4. Logging of administrative activity on our cloud-hosted systems. 5. Software, plugins and dependencies are updated regularly, with critical security updates applied as soon as practicable. 6. Backups as described in Schedule B section 5. 7. Access to sensitive fields is limited to the client roles that need it. 8. Incident response under section A8. 9. Anyone we give access to Client Data is bound by confidentiality terms, and their access is removed when they no longer need it. 10. Subprocessors are chosen with their security posture in mind, and their standard data protection terms are kept on file. SCHEDULE B: UNITY PLAN AND HOSTED SERVICES TERMS B1. THE PLAN 1.1 The Unity Plan includes the hosting, maintenance, security updates, backups, change credits, and Unity Tools listed on your Order for the site(s) named there. Recurring add-ons (for example a phone assistant, SEO, or ads management) include only what their Order lists. 1.2 Plan features may improve over time. We may change, replace, or retire a Unity Tool or feature, with at least 30 days' notice if the change materially reduces what your plan includes. If it does, you may end the plan at the end of that notice period, and the installment acceleration in section 4 does not apply to that ending. 1.3 Your monthly price is the price on your signed Order. We will not raise it during the term of a signed Order without your written agreement. For plans that renew month to month, we may change the price for future months with at least 30 days' written notice, and you may cancel before the change takes effect. B2. CHANGE CREDITS Credits refresh on the first day of each billing month and do not roll over unless your Order says they do. We tell you the credit size of a request before we start, and you pay the quoted size. Fixing something that is broken because of our work costs no credits. Unused credits have no cash value and end with the plan. B3. OWNERSHIP AND YOUR LICENSE TO THE UNITY TOOLS 3.1 What you own. You keep all rights in Client Materials and Client Data. Your domain and any account opened in your name are yours. Custom work becomes yours when you have paid its full price; until then you may use it while your payments are current. 3.2 What we own. WorkflowUnity owns the Unity Tools and all rights in them, along with our general skills, know-how, methods and ideas. 3.3 Your license. You have the license to the Unity Tools described in section 9.4. Once the plan fees for the period in which a Unity Tool was installed on your site have been paid, that license to the copy installed on your site is perpetual and continues after the plan ends, including after a move to another host. It covers your own organization's websites only. It is non-exclusive and royalty-free, and you may not sell, rent, sublicense or distribute the Unity Tools separately, or use them to provide services to anyone else. 3.4 Hosted services are different. Our server-side services (for example AI workers, central spam screening, the signing service, license and update services, monitoring and backups), new versions and updates, support, and change credits are part of the plan and are provided only while your plan is active and paid. You receive no copy of, or rights in, our server-side services, prompts or infrastructure. Features of the installed Unity Tools that depend on our hosted services stop working when the plan ends. 3.5 You will not remove copyright or license notices from the Unity Tools, or get around their security features. 3.6 Open-source software, including WordPress, stays under its own license, and nothing here takes away any right that license gives you. 3.7 You give us a permanent, non-exclusive, royalty-free license to reuse general-purpose parts of custom work (methods, structures, and code that is not specific to your business) in the Unity Tools and in work for others. This never includes Client Materials, Client Data, your brand or your confidential information, and we will never name you without your permission. 3.8 "WorkflowUnity", "Unity Plan" and our logos are ours. The Unity Tools may display them on your site and in your dashboard. Your names and logos stay yours. 3.9 Logins. To keep every site on the plan safe, your logins while the plan is active are owner logins on your own site. Administrator access, server access and the Unity Tools' settings stay with us during the plan. We will make any change you ask for through the change desk, and you have the rights in section B9 when the plan ends. B4. SERVICE LEVELS (NO GUARANTEED UPTIME) 4.1 We aim to keep hosted sites available and to respond quickly, but we do not guarantee any level of uptime, response time, or recovery time, and no service credits or refunds apply to outages unless your Order states a specific service-level commitment. 4.2 We aim to respond to a "site down" report within one business day, and to other requests as the credit size guide shows. These are targets, not promises. Scheduled maintenance is announced in advance where practical. 4.3 Hosted sites depend on third-party infrastructure (for example cloud hosting, content delivery, DNS, email delivery, and payment processors). Their outages, changes and policies are outside our control (section 27.3). B5. BACKUPS We make regular backups of hosted sites as described in your Order. Backups reduce, but do not remove, the risk of data loss. Restores are best efforts, and we do not guarantee that any particular backup will be complete or restorable. You are responsible for keeping your own copies of records you are legally required to keep, and you can request an export at any time. B6. ACCEPTABLE USE You will not use, and will not let others use, the Services to: (a) break any law, or infringe or misappropriate anyone's intellectual property, privacy or publicity rights; (b) send spam or unsolicited bulk messages, or messages without required consent, identification, or opt-out; (c) host or send malware, phishing, or deceptive content, or content that is defamatory, harassing, sexually exploitative of minors, or that promotes violence; (d) collect personal information without the notices and consents the law requires, or collect the prohibited data listed in section 6.7 without a written agreement; (e) probe, scan or test the vulnerability of our systems, interfere with other clients, or get around security or usage limits; (f) resell or provide the Services to third parties except as your Order allows; or (g) use AI features to impersonate a person, mislead people about whether they are dealing with a human, or make decisions with legal or similarly significant effects on people without human review. We may remove content or suspend features that violate this section (section 17). B7. COPYRIGHT COMPLAINTS We respond to notices of claimed copyright infringement under the Digital Millennium Copyright Act (17 U.S.C. 512). Send notices to our designated agent: Kyle Artzt, WorkflowUnity LLC, 17404 Meridian E, Ste F-1074, Puyallup, WA 98375, kyle@workflowunity.io. We may remove or disable allegedly infringing material on hosted sites and will tell you, and you will respond promptly to notices about content on your site. We will terminate repeat infringers in appropriate circumstances. B8. AI FEATURES AND AI CREDITS 8.1 AI features that act on your site or your data (for example the change desk's AI helper, drafting, summaries, a website chat or phone assistant, or AI spam screening) run only if your owner turns them on in the Owner's Hub or your Order includes them. Turning them on is your acceptance of this section and of the AI credit pricing shown at that time, recorded with the date, the user, and the version of these terms. 8.2 Your plan includes the AI tasks or credits shown on your Order. Usage beyond that is charged at the credit price shown in the Owner's Hub when used, up to the monthly cap your owner sets. We will not charge above your cap without your approval. 8.3 Section 12 applies. For a customer-facing assistant, you approve its instructions, knowledge sources, and what it may promise. The assistant will identify itself as automated. You honor or correct what it tells your customers. 8.4 If a phone or text assistant is part of your plan, it will tell callers at the start of each call that the call is answered by an automated assistant and is recorded or transcribed. You are responsible for having consent for any texts or calls it sends, and for following the time-of-day rules, the opt-out rules, and the registration requirements for your numbers. B9. ENDING THE PLAN 9.1 You may end the Unity Plan at any time with 30 days' written notice (email is fine). It ends at the end of the billing period in which the notice runs out. We may end it the same way. We may also pause or end the plan if a payment is more than 15 days late after we send you written notice. 9.2 If you are paying for a build, an add-on or custom work in installments, ending the Unity Plan makes the whole remaining balance of that fixed price due at once, as section 4 explains, except in the cases described in section B1.2 and Schedule A section 6.2. Monthly plan fees already paid are not refunded, and unused change credits end with the plan. 9.3 Your exit package. Within 10 business days after you ask, we will send you a secure download link that works for 30 days. You can ask any time from the day you give notice until 30 days after the plan ends. The package includes: (a) a full export of your site's content and media; (b) your database, with your Client Data, and your leads and form entries as CSV or JSON files; (c) your change request history and credit ledger; (d) your custom work, once it is paid in full; (e) a working copy of your site, including the Unity Tools licensed to you under section B3.3; and (f) your DNS records and a short guide for your new host. The first exit package is free. Hands-on help moving your site is quoted in writing first. We will never hold back Client Data because of a payment dispute. We may hold back custom work that is not yet paid for. 9.4 When the plan ends, our hosted services for your site stop and our administrator access is removed when you ask. The Unity Tools installed on your site may stay there under your license in section B3.3, but features that depend on our hosted services stop working. 9.5 Your domain and accounts stay yours. We will help point your domain to your new host, hand over any account we set up for you in your name, and remove our own access when you ask. 9.6 We keep your Client Data for 60 days after the plan ends so you can get your export. After that we delete it from our live systems, and backup copies are deleted on their normal schedule, within 90 days. We may keep records the law requires us to keep, and our own billing records. 9.7 If WorkflowUnity stops doing business, or does not answer your written requests for 10 business days in a row, you may ask for your exit package. We, or whoever takes over our business, will provide it, together with temporary administrator access to your site for the purpose of moving it. 9.8 Amounts owed, sections B3 and B9, confidentiality, limitation of liability, and governing law and disputes continue after the plan ends. B10. SHARED UNITY CORE TOOLS 10.1 Signature suite. Section 7.4 applies. 10.2 Tax tool. The tax tool looks up rates from the Washington Department of Revenue for the address you enter. It provides rates as received and does not decide whether a sale is taxable, which rate or exemption applies, or how to file. Review each tax amount before you invoice (section 7.3). 10.3 Bug-report and change-desk tools may capture screenshots of the page the user is on. Ask your users not to report problems from screens that show other people's sensitive information. Screenshots are kept as Schedule A describes. 10.4 Payroll, time, job-costing and accounting exports and integrations (for example QuickBooks Online) move data you approve to the destination you choose. Check each export or sync before you run payroll or file. We are not responsible for a third-party system's handling of data after it arrives there. B11. YOUR SITE'S OWN LEGAL PAGES Your site's privacy policy, terms, cookie notice, accessibility statement, refund or ticket policies, and any industry disclosures are Client Materials (section 6.2). If we place a template, it is a starting point. You or your attorney decide the final words, and you tell us when they change. We will not publish a legal page on your site without your written approval of its text. For questions, contact: kyle@workflowunity.io