Terms of Service

Master Software-as-a-Service Agreement · Version 1.0 · Effective May 6, 2026

This Master Software-as-a-Service Agreement, including all schedules, policies, notices, disclaimers, and incorporated documents (collectively, the “Agreement”), constitutes a legally binding agreement between the individual or legal entity accessing or using the Services (“Customer”, “Subscriber”, “User”, “Client”, or “you”) and WorkProLive (“WorkProLive”, “Company”, “we”, “our”, or “us”).

This Agreement governs access to and use of all WorkProLive products, services, software, mobile applications, websites, APIs, integrations, cloud infrastructure, communication systems, databases, dashboards, AI tools, analytics systems, content management systems, and related technologies (collectively, the “Services”).

By registering, subscribing, accessing, browsing, installing, or using the Services, Customer acknowledges and agrees that:

• Customer has read and understood this Agreement;
• Customer agrees to be legally bound by this Agreement;
• Customer has authority to enter into this Agreement; and
• Electronic acceptance constitutes legally binding execution equivalent to a handwritten signature.

Website: WorkProLive

ARTICLE 1 — DEFINITIONS

For purposes of this Agreement:

1.1 “Authorized User”

Means any employee, consultant, contractor, representative, subcontractor, agent, or other person authorized by Customer to access or use the Services.

1.2 “Customer Data”

Means all data, files, documents, schedules, drawings, plans, specifications, RFIs, reports, communications, images, videos, project information, and materials uploaded, submitted, stored, processed, transmitted, or generated through the Services.

1.3 “Confidential Information”

Means all non-public business, technical, operational, commercial, financial, software, security, project-related, or proprietary information disclosed by either party.

1.4 “Services”

Means all software-as-a-service offerings, software platforms, APIs, websites, applications, databases, analytics, AI systems, integrations, and related services provided by WorkProLive.

1.5 “Subscription Term”

Means the authorized period during which Customer is permitted to access and use the Services.

ARTICLE 2 — SERVICES

2.1 Scope of Services

WorkProLive provides cloud-based construction management and collaboration software solutions including but not limited to:

• Project management
• Construction scheduling
• Task management
• Site reporting
• Digital forms
• Drawing and document management
• Safety workflows
• Deficiency tracking
• Team collaboration
• Messaging systems
• Inspection workflows
• Progress tracking
• File storage
• Construction analytics
• AI-assisted workflows
• Reporting dashboards
• Mobile application access
• Third-party integrations
• API services

2.2 Service Modifications

WorkProLive reserves the unrestricted right to:

• Modify Services;
• Add or remove functionality;
• Change platform architecture;
• Suspend Services;
• Introduce new limitations;
• Discontinue features;
• Perform maintenance;
• Restrict access;

at any time without prior notice or liability.

2.3 Beta Features

Features designated as “beta,” “preview,” “experimental,” or “early access” are provided solely for evaluation purposes and may:

• contain defects,
• produce inaccurate outputs,
• become unavailable,
• change without notice.

Beta features are provided without warranties of any kind.

ARTICLE 3 — LICENSE AND ACCESS RIGHTS

3.1 Limited License

Subject to compliance with this Agreement and payment of applicable fees, WorkProLive grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for lawful internal business purposes during the Subscription Term.

3.2 Restrictions

Customer shall not:

• Copy or reproduce Services;
• Reverse engineer software;
• Modify source code;
• Circumvent security protections;
• Create derivative works;
• Resell Services;
• Use Services for unlawful purposes;
• Use automated extraction tools;
• Exploit vulnerabilities;
• Access unauthorized systems.

ARTICLE 4 — ACCOUNT RESPONSIBILITIES

Customer agrees to:

• Provide accurate registration information;
• Maintain updated account details;
• Maintain credential confidentiality;
• Restrict unauthorized access;
• Use commercially reasonable cybersecurity safeguards;
• Notify WorkProLive promptly of security incidents.

Customer remains solely responsible for all activities occurring under its accounts.

ARTICLE 5 — CUSTOMER DATA

5.1 Ownership

Customer retains all ownership rights in Customer Data.

5.2 License to WorkProLive

Customer grants WorkProLive a worldwide, royalty-free, non-exclusive license to:

• Host;
• Store;
• Reproduce;
• Process;
• Transmit;
• Display;
• Backup;
• Analyze;

Customer Data solely for purposes of:

• Providing Services;
• Technical support;
• Security monitoring;
• System administration;
• Legal compliance;
• Service improvement;
• AI processing;
• Analytics generation.

5.3 Customer Responsibility

Customer is solely responsible for:

• Data legality;
• Data accuracy;
• Data permissions;
• Engineering validity;
• Safety compliance;
• Regulatory compliance;
• Backup of critical records.

WorkProLive has no obligation to verify Customer Data.

ARTICLE 6 — PRIVACY, DATA PROCESSING, AND COMPLIANCE

6.1 Applicable Laws

WorkProLive processes information in accordance with applicable laws including:

Canada

• Personal Information Protection and Electronic Documents Act (PIPEDA)
• British Columbia Personal Information Protection Act (PIPA)

United States

• California Consumer Privacy Act (CCPA), where applicable
• Applicable state privacy laws
• Federal Trade Commission Act

6.2 Data Categories

Information collected may include:

• Names
• Company details
• Contact information
• Billing details
• Device identifiers
• Browser data
• IP addresses
• Usage analytics
• Uploaded project materials
• Communication logs
• Technical metadata

6.3 Cross-Border Transfers

Customer acknowledges and consents that information may be stored or processed in Canada, the United States, or other jurisdictions where cloud infrastructure providers operate.

ARTICLE 7 — COOKIES AND TRACKING TECHNOLOGIES

WorkProLive may utilize:

• Session cookies
• Authentication cookies
• Analytics tools
• Performance monitoring systems
• Security monitoring tools
• Diagnostic logging systems

Users may disable cookies through browser settings; however, portions of the Services may become unavailable.

ARTICLE 8 — CONFIDENTIALITY

Each party agrees to protect Confidential Information using commercially reasonable safeguards.

Confidential Information shall not be disclosed except:

• To authorized personnel;
• To service providers under confidentiality obligations;
• As required by law, subpoena, or court order.

Confidentiality obligations survive termination of this Agreement.

ARTICLE 9 — FEES, BILLING, AND PAYMENT TERMS

9.1 Fees

Customer agrees to pay all:

• Subscription fees;
• Licensing fees;
• Usage charges;
• Taxes;
• Transaction fees;
• Renewal fees.

9.2 Billing

Unless otherwise stated:

• Fees are billed in advance;
• Subscriptions may auto-renew;
• Payments are non-refundable;
• Failure to pay may result in suspension or termination.

9.3 Taxes

Customer is responsible for all applicable:

• GST
• PST
• HST
• Sales taxes
• Withholding taxes
• Government charges

except taxes based solely on WorkProLive’s net income.

ARTICLE 10 — THIRD-PARTY SERVICES

Services may integrate with third-party providers including:

• Cloud hosting providers
• Payment processors
• AI systems
• Mapping services
• Storage providers
• Communication platforms

WorkProLive does not control and is not responsible for third-party systems, availability, security, or data handling practices.

ARTICLE 11 — INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights relating to the Services remain exclusive property of WorkProLive and its licensors, including:

• Source code
• Databases
• APIs
• Software architecture
• Workflows
• AI systems
• Trademarks
• Logos
• Branding
• Documentation
• User interfaces
• Graphics
• Proprietary algorithms

No rights are transferred except as expressly stated.

ARTICLE 12 — NO PROFESSIONAL ADVICE

WorkProLive does not provide:

• Engineering services
• Architectural services
• Legal advice
• Safety certification
• Permit review
• Regulatory approval
• Construction supervision
• Professional consulting

Any outputs, reports, schedules, analytics, recommendations, notifications, or communications generated through the Services are informational tools only.

Customer remains solely responsible for all professional decisions.

ARTICLE 13 — AI DISCLAIMER

Certain Services may incorporate:

• Artificial intelligence;
• Machine learning;
• Predictive analytics;
• Automation systems;
• AI-generated recommendations.

AI-generated outputs may contain inaccuracies, delays, omissions, or errors.

Customer shall independently verify all outputs prior to reliance for:

• Engineering;
• Procurement;
• Construction scheduling;
• Site safety;
• Compliance;
• Financial decisions;
• Operational planning.

WorkProLive disclaims all liability arising from reliance on AI-generated outputs.

ARTICLE 14 — CONSTRUCTION INDUSTRY DISCLAIMER

WorkProLive does not supervise, direct, or control:

• Construction means and methods;
• Site safety;
• Trade coordination;
• Material installation;
• Equipment operation;
• Permit compliance;
• Engineering calculations;
• Field inspections;
• Contractor performance.

All such responsibilities remain solely with Customer and licensed professionals.

ARTICLE 15 — CYBERSECURITY DISCLAIMER

Although WorkProLive utilizes commercially reasonable safeguards, no internet-connected or cloud-based system can be guaranteed fully secure.

WorkProLive disclaims liability for:

• Cyberattacks;
• Data breaches;
• Ransomware;
• Unauthorized access;
• Cloud infrastructure failures;
• Internet disruptions;
• Security incidents beyond reasonable control.

ARTICLE 16 — DATA BACKUP DISCLAIMER

Customer is solely responsible for maintaining independent backups of critical project information.

WorkProLive does not guarantee against:

• Data corruption;
• Accidental deletion;
• Hardware failures;
• Cloud provider outages;
• Data loss events.

ARTICLE 17 — DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

WORKPROLIVE DISCLAIMS ALL WARRANTIES INCLUDING:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• SECURITY;
• RELIABILITY;
• ACCURACY;
• AVAILABILITY.

WORKPROLIVE DOES NOT GUARANTEE:

• Continuous operation;
• Error-free Services;
• Accurate outputs;
• Compatibility with all systems;
• Uninterrupted availability.

ARTICLE 18 — LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

WORKPROLIVE SHALL NOT BE LIABLE FOR:

• Indirect damages;
• Consequential damages;
• Incidental damages;
• Special damages;
• Punitive damages;
• Lost profits;
• Construction delays;
• Site failures;
• Safety incidents;
• Business interruption;
• Procurement losses;
• Regulatory penalties;
• Data loss.

EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL WORKPROLIVE’S TOTAL AGGREGATE LIABILITY EXCEED THE LESSER OF:

(a) TOTAL FEES PAID BY CUSTOMER DURING THE THREE (3) MONTHS PRECEDING THE CLAIM; OR(b) CAD $1,000.

ARTICLE 19 — INDEMNIFICATION

Customer agrees to defend, indemnify, and hold harmless WorkProLive and its affiliates, officers, directors, employees, contractors, licensors, and agents against all claims, liabilities, damages, losses, costs, and legal expenses arising from:

• Customer Data;
• User misconduct;
• Violations of law;
• Intellectual property claims;
• Construction disputes;
• Regulatory violations;
• Breach of this Agreement.

ARTICLE 20 — FORCE MAJEURE

WorkProLive shall not be liable for delays or failures caused by events beyond reasonable control including:

• Natural disasters;
• Cyberattacks;
• Internet outages;
• Government actions;
• Labor disputes;
• Utility failures;
• Pandemic events;
• Cloud provider outages.

ARTICLE 21 — DISPUTE RESOLUTION

Parties agree to attempt good-faith negotiation before initiating litigation.

Where permitted by law, disputes shall be resolved through confidential binding arbitration in British Columbia, Canada.

ARTICLE 22 — CLASS ACTION WAIVER

To the extent permitted by law, Customer agrees that disputes shall be resolved solely on an individual basis and not through class, collective, or representative actions.

ARTICLE 23 — GOVERNING LAW

This Agreement shall be governed by:

• Laws of the Province of British Columbia;
• Applicable federal laws of Canada.

Applicable U.S. laws may additionally apply to U.S.-based Customers.

ARTICLE 24 — EXPORT COMPLIANCE

Customer represents that it is not subject to sanctions or export restrictions imposed by Canada, the United States, or applicable international authorities.

ARTICLE 25 — ELECTRONIC ACCEPTANCE

Customer acknowledges that:

• clicking “I Agree”,
• creating an account,
• using the Services,

constitutes legally binding electronic acceptance equivalent to a handwritten signature under applicable electronic commerce legislation including:

• British Columbia Electronic Transactions Act;
• Uniform Electronic Commerce Act (Canada);
• U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN Act).

ARTICLE 26 — MODIFICATIONS

WorkProLive may modify this Agreement at any time.

Updated versions become effective upon publication on the website.

Continued use of Services constitutes acceptance of revised terms.

ARTICLE 27 — ENTIRE AGREEMENT

This Agreement constitutes the complete and exclusive agreement between the parties and supersedes all prior agreements, representations, discussions, or understandings.

If any provision is deemed unenforceable, remaining provisions remain enforceable.

Failure to enforce any provision shall not constitute waiver.

ARTICLE 28 — CONTACT INFORMATION

WorkProLive Legal DepartmentWebsite: WorkProLiveEmail: legal@workprolive.com

ACKNOWLEDGEMENT

BY ACCESSING, REGISTERING FOR, SUBSCRIBING TO, OR USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT THEY HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY THIS AGREEMENT.