WorkScore Terms of Service

Last updated: June 25, 2026

Please note: Section 15 contains a binding arbitration provision and class-action waiver affecting your legal rights. Please read it carefully.

1. Agreement and Acceptance

These Terms of Service (the "Terms") form a binding agreement between you and WorkScore Inc., a Delaware corporation ("WorkScore," "we," "us," or "our"). The Terms govern your access to and use of our website at workscore.com and our reputation platform that is accessible through our website (collectively, the "Service").

By creating an account, signing in to or otherwise using the Service, you agree to these Terms and to our Privacy Policy, which is incorporated into the Terms by reference. You indicate your acceptance of the Terms and Privacy Policy and agree to be bound by them when you create an account or sign in to the Service.

If you access any part of the Service without signing in — for example, by viewing a publicly accessible portions of the website or Share Link page — you agree to these Terms by accessing that part of the Service.

If you do not agree to these Terms or the Privacy Policy, do not create an account or use the Service. Please note that these Terms may be updated from time to time in accordance with Section 18 below, so please check back regularly.

2. Definitions

These capitalized terms have the following meanings throughout the Terms:

"Service" is defined in Section 1.
"User" means any person who accesses or uses the Service, whether or not they have created an account.
"Registered User" means a User who has created an account on the Service.
"Your Content" means any information, text, ratings, requests, communications, or other material you submit, post, transmit, or otherwise make available on or through the Service.

Other defined terms appear in bold at the place they are first defined.

3. Eligibility

To use the Service, you must:

Be at least 18 years of age, or such higher age of majority as may be required by the laws of your jurisdiction.
Have the legal capacity to enter into and be bound by these Terms.
Reside in the United States (the "Eligible Region").

By creating an account or otherwise using the Service, you represent and warrant to us that:

You meet the eligibility requirements above.
All information you provide to us, including in connection with any authentication service you use to sign in to the Service, is accurate and current.
You are not barred from receiving Services under the laws of the jurisdiction in which you reside.

If you no longer reside in an Eligible Region — for example, if you move to a country outside the United States — you must promptly notify us at privacy@workscore.com because you are no longer eligible for the Service and you must discontinue use of the Service.

We may suspend or terminate your account, at our discretion, if we determine that you do not meet, or no longer meet, the eligibility requirements.

4. Description of the Service and Disclaimers

The Service is a professional reputation platform that allows Registered Users to receive ratings from verified coworkers, generates a numerical reputation score (a "WorkScore") for each Registered User based on those ratings, and allows Registered Users to share their WorkScore with others through a personal link they generate (a "Share Link").

The Service may include profiles of individuals who are not Registered Users (each, an "Unregistered Profile"), built from publicly available information licensed from third-party data service providers as described in our Privacy Policy.

Disclaimer - Limitations on use of WorkScores. A WorkScore is generated by a deterministic arithmetic calculation (not a machine learning model) from peer-submitted ratings and is not, and is not intended to be, a comprehensive assessment of any individual. WorkScores are not a substitute for human judgment, independent verification, or due diligence. Under no circumstances should WorkScores be used as the sole basis for any decision with legal or similarly significant effects, including but not limited to any provision or denial of essential services, opportunities or benefits to an individual. We specifically disclaim any liability for use of the Services where such use substantially replaces human decision-making.

Disclaimer - WorkScores are not consumer reports. WorkScores are not "consumer reports" within the meaning of the U.S. Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. (the "FCRA"), or any analogous state, provincial, or other consumer reporting law. Restrictions on use of the Service in connection with employment, credit, insurance, housing, and similar consumer-reporting contexts are set out in Section 7.1.

Disclaimer - No guarantees of accuracy or availability. We do not guarantee the accuracy, completeness, currency, or reliability of any content, ratings, scores, or other information made available through the Service, including information sourced from third-party data providers. The Service is provided as it exists from time to time. We may add, change, suspend, limit, or discontinue features of the Service at our discretion, as further described in Section 10. Please review Section 12 of these Terms for additional disclaimers.

Authentication. Account creation and access to the Service are managed through authentication methods we make available, which may include third-party identity providers. Where authentication is provided by a third party, we are not responsible for the availability, security, or operation of that third party, and your use of any third-party authentication service is governed by the terms and policies of that third party. See our Privacy Policy for further information about third party links and services.

5. WorkScores, Ratings, and Anonymity and Disclaimers

A core feature of WorkScore is that ratings submitted by coworkers are anonymous to the rated individual and to anyone else who views their WorkScore.

How a WorkScore is calculated and made available. A WorkScore is calculated from peer-submitted ratings. Subject to product requirements that determine when a score becomes available, a registered user can view and share their own WorkScore.

Who can see your WorkScore. Other users of the Service cannot search for, browse to, or otherwise access your WorkScore. The only way another person sees your WorkScore is if you generate a personal share link from your account and voluntarily share that link with them. Share links are publicly accessible — anyone who has the link can view your WorkScore without registering or signing in. Once you share a link, recipients may further share, post, or publish it, and we have no control over how the link is distributed after you share it. Treat your share link as you would any other piece of personal information you choose to publish.

Protecting rater anonymity. We protect rater anonymity by aggregating ratings into your WorkScore. We never display individual ratings, the identities of individual raters, or any information that would identify which specific rater submitted which rating — either to you, to other users of the Service, or to anyone viewing your share link.

Disclaimer - Anonymity at small companies. Anonymity is not a guarantee about what others can or cannot infer. If you have only worked with a small number of people who use WorkScore — for example, at a company with very few employees — it is possible for you to form a guess about who rated you based on your own knowledge of who you have worked with. WorkScore protects anonymity in what it displays to rated individuals and to viewers of share links. It cannot prevent inferences a rated individual may draw themselves from their own personal knowledge.

Disclaimer - What "anonymous" does not mean. Anonymity to rated individuals and to viewers of share links is not the same as anonymity to WorkScore. We retain the information necessary to verify the legitimacy of each rating and to investigate fraud or abuse or as otherwise describe in our Privacy Policy. We may also be required to disclose rater information in response to valid legal process.

Disclaimer - Legal process and the identity of raters. We may receive subpoenas, court orders, or other valid legal demands for the identity of a rater. We will comply with applicable law and as otherwise describe in our Privacy Policy. We do not promise raters absolute confidentiality against legal process and do not represent the Service as immune from such process.

6. Account Creation and Management

One account per person. You may have only one account on the Service. By creating an account, you represent that you do not currently have another account on the Service, unless we have specifically authorized otherwise. If you have multiple identities or accounts with any authentication service you use to sign in to the Service, you may use only one such identity to create and access your account.

Identity and impersonation. You may not create or use an account that impersonates another person, that misrepresents your identity, or that is associated with a name, photograph, professional history, or other personal information that is not your own.

Accuracy of account information. You agree to provide and maintain accurate, current, and complete information in connection with your account, including any work history or professional information you submit or edit through the Service. You are responsible for the accuracy of information you submit and for promptly correcting any information that is no longer accurate.

Account security. You are responsible for maintaining the security of any authentication account you use to access the Service (including keeping your username and password confidential and not giving access to your account others), and for all activity that occurs under your account on the Service. You agree to notify us promptly at privacy@workscore.com if you become aware of any unauthorized use of, or access to, your account.

Accounts are non-transferable. Accounts are personal to you and may not be sold, transferred, assigned, or licensed to any other person.

Account suspension and termination. We may suspend or terminate your account at our discretion, including for the reasons described in Section 11. You may also close your account at any time as described in our Privacy Policy.

Account data after termination. When your account is closed or terminated, your account information is handled as described in our Privacy Policy.

7. User Conduct and Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. The restrictions set out in this Section 7 are essential to the safety and integrity of the Service.

7.1 Restrictions on use related to consumer reporting laws

WorkScores are not "consumer reports" within the meaning of the FCRA (defined in Section 4) or any analogous state, provincial, or other consumer reporting law. You agree that you will not, and will not permit any other person to:

Use a WorkScore as a basis for any final adverse decision regarding employment, credit, insurance, housing, tenancy, or any other purpose covered by the FCRA or analogous law;
Condition any decision regarding employment, credit, insurance, housing, tenancy, or any other purpose covered by the FCRA or analogous law on the production of, access to, or examination of any individual's WorkScore;
Require, pressure, or coerce any person to create an account, generate a WorkScore, disclose a WorkScore, or share a Share Link as a condition of employment, application, contract, compensation, credit, insurance, housing, tenancy, or any similar opportunity;
Use a WorkScore to satisfy any legal or regulatory due-diligence obligation, including any required background check or pre-employment screening; or
Aggregate, compare, or analyze the WorkScores of multiple individuals for the purpose of selecting among them for any of the foregoing purposes.

7.2 Restrictions on professional information and ratings

You agree that you will not, and will not permit any other person to:

Submit work history, employment dates, role, employer, or other professional information about yourself that is false, fabricated, or materially misleading;
Submit a rating about an individual with whom you have not had a genuine professional working relationship at a shared employer during the time period claimed;
Submit any personal information (other than a rating) or sensitive personal information about an individual through the Service;
Submit a rating that you know to be false, or that you have been compensated, induced, or directed by another person to submit;
Coordinate, exchange, or solicit ratings with the intent of artificially affecting any individual's WorkScore;
Submit ratings or rating requests using any means other than the Service's user interfaces, including through any automated tool, bot, or script; or
Use rating requests, invitations, or any other Service feature to send spam, unsolicited bulk communications, or messages that violate any applicable anti-spam, telecommunications, or privacy law.

7.3 Restrictions on conduct toward others

You agree that you will not, and will not permit any other person to use the Service to:

Harass, threaten, intimidate, defame, or otherwise harm another person;
Submit Your Content that is defamatory, libelous, obscene, or that infringes or misappropriates the rights of any person, including intellectual property, privacy, or publicity rights or that constitutes unsolicited advertising or other forms of solicitation;
Impersonate any person or entity, or misrepresent your affiliation with any person or entity;
Attempt to identify, pressure, retaliate against, or take adverse action against any person you believe may have submitted, declined to submit, or been asked to submit a rating about you or any other individual;
Post, publish, distribute, or use another person's Share Link, WorkScore, profile, or related information in a manner that is misleading, harassing, defamatory, discriminatory, exploitative, or otherwise unlawful or in violation of these Terms; or
Engage in any activity that is unlawful, fraudulent, or in violation of these Terms or the rights of others or otherwise violate any local state, federal or international law or regulation.

7.4 Restrictions on technical use of the Service

You agree that you will not, and will not permit any other person to:

Access or use the Service through any automated means, including bots, scrapers, crawlers, or scripts;
Scrape, harvest, extract, or otherwise collect content, profiles, ratings, scores, or any other data from the Service through any means, manual or automatic, for any purpose;
Use the Service or any content, ratings, profiles, scores, or other data made available through the Service to train, fine-tune, evaluate, or develop any software, program, model algorithm or artificial intelligence model, machine learning system, large language model, or similar system;
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Service;
Bypass, disable, or circumvent any security feature, authentication mechanism, access control, or rate limit applicable to the Service or otherwise interfering with the operation or integrity of the Service;
Probe, scan, or test the vulnerability of the Service or any related system, except as expressly authorized in writing by us;
Interfere with, disrupt, or impose unreasonable load on the Service or any system or network connected to the Service or infect it with viruses, worms, or other malicious elements;
Resell, sublicense, rent, lease, or otherwise commercialize access to the Service; or
Access the Service to build a competing product or service, or to copy any feature, function, or design element of the Service.

7.5 Investigation and enforcement

We may, but are not obligated to, monitor the Service for compliance with these Terms. We may investigate suspected violations of these Terms and take any action we determine to be appropriate, including suspending or terminating your account, removing Your Content, restricting features, or referring matters to law enforcement. We may take such action with or without notice to you. We are not responsible for any loss or harm resulting from our enforcement actions or our decisions not to take enforcement action.

7.6 Reporting concerns

If you believe a rating, profile, work history entry, Share Link, or other content available through the Service is inaccurate, fraudulent, abusive, or in violation of these Terms, you may report the issue by contacting us at privacy@workscore.com. We may review and take action at our discretion, including the actions described in Section 7.5 and 11, but we do not guarantee any particular outcome or response time. The reporting mechanism described in this Section 7.6 is separate from, and not a substitute for, the formal dispute resolution process described in Section 15.

8. Ratings, Share Links, and Content Licenses

8.1 Your Content

You retain all ownership rights you have in Your Content that you submit through the Service, including ratings you submit about other people, work history information you submit about yourself, and communications you send through the Service.

By submitting Your Content to the Service, you grant WorkScore a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, host, store, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, display, and otherwise process Your Content for the purpose of operating, providing, improving, and protecting the Service, complying with law, and enforcing these Terms and our Privacy Policy.

This license is perpetual and irrevocable solely to the extent necessary to preserve the integrity and continued operation of the Service after your account is deleted, closed or terminated — for example, to retain the anonymized rating value and the company-and-time context of ratings you submitted, so that other Users' WorkScores are not affected by your account closure, as described in our Privacy Policy. Other aspects of this license may terminate when your account is closed or terminated, as applicable.

You represent and warrant that you have all rights necessary to grant the license above, and that your Content does not violate these Terms or the rights of any other person.

8.2 Share Links

A Share Link is a publicly accessible link that you, as a Registered User, can generate from your account to share your WorkScore with others. By generating and sharing a Share Link, you authorize us and grant us the right to make the WorkScore associated with your account, and the related information described in our Privacy Policy, accessible to any person who has the link.

You acknowledge and agree that:

Share Links are public. Anyone who has the link can view your WorkScore without registering or signing in to the Service.
You control distribution. Once you share a Share Link, recipients may further share, post, publish, or otherwise distribute it without our involvement, and we have no control over how the link is used or distributed after you share it.
You are responsible for your sharing decisions. You should treat your Share Link as you would any other piece of personal information you choose to publish, and you should only share it with people who you reasonably believe will use it consistent with these Terms.

We may, but are not obligated to, disable or revoke a Share Link at any time, including if we determine that the link has been used in violation of these Terms.

8.3 Feedback

If you provide us with comments, suggestions, ideas, or other feedback about the Service ("Feedback"), you grant WorkScore a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, and transferable license to use the Feedback for any purpose, without compensation or attribution to you. We are free to use Feedback without restriction.

8.4 Rating and score integrity

We may remove, suppress, discount, exclude, recalculate, or otherwise adjust ratings, WorkScores, profiles, or other information available through the Service where we determine, in our discretion, that doing so is necessary or appropriate to protect the integrity, accuracy, safety, or lawful operation of the Service. This may include adjustments based on suspected fraud, abuse, manipulation, coordinated activity, technical or calculation error, or violation of these Terms. We are not obligated to notify you of any such adjustment, and we are not liable to you or to any third party for any change to a rating, WorkScore, or other information resulting from any such adjustment.

8.5 Our Content

As between us and you, all other content on the Services other than Your Content, including text, graphics, icons, and images, is the property of Workscore or its licensors and content providers and is protected by U.S. and foreign intellectual property laws. You may view, download, and print materials for your personal, non-commercial reference only, provided that you do not remove or alter any trademark, copyright, or other proprietary notice. Any other use, including reproduction, modification, distribution, or republication, is prohibited without our prior written consent.

Workscore and its logo are trademarks Workscore, Inc. You may not use our trademarks without prior written authorization from us. The Service may contain the trademarks of third partes and you acknowledge and agree that the appearance of such trademarks on the Service does not give you, expressly or implicitly, any right or license to use such trademarks.

9. Communications

By creating an account, you consent to receive communications from us in connection with your use of the Service, sent to the email address associated with your account.

Communications you cannot opt out of. Some communications are required for us to operate the Service or comply with our legal obligations, and you cannot opt out of receiving them while your account is active or even when you deactivate your account (see our Privacy Policy for additional information about deactivating and deleting your account). These include:

Communications relating to the operation, security, or integrity of the Service, including notifications about changes to these Terms or to our Privacy Policy;
Communications relating to your account, including messages welcoming you to the Service, account-related notices, and notices about suspicious activity, fraud concerns, suspension, or termination of your account; and
Communications we are required to send you under applicable law.

Communications you can opt out of. You can opt out of communications other than those described above, including:

Communications about activity on or relating to your account;
Communications encouraging engagement with the Service; and
Marketing and promotional communications.

Managing your preferences. You can manage your communication preferences in your account settings or by clicking the unsubscribe link in any email that includes one. Opting out of one or more categories of communications does not affect communications you cannot opt out of.

10. Service Modifications and Availability - Disclaimers

We may add, change, suspend, limit, or discontinue any feature, function, or aspect of the Service at any time and at our discretion. We may also impose limits on certain features, restrict your access to all or part of the Service, or stop providing the Service entirely.

We aim to keep the Service available, but we do not guarantee that the Service will be available at all times, uninterrupted, error-free, secure, or free of viruses or other harmful components. The Service may be unavailable from time to time due to scheduled maintenance, unscheduled outages, technical issues, or events beyond our reasonable control.

If we discontinue the Service entirely, we will use commercially reasonable efforts to provide advance notice to Registered Users. We are not obligated to provide notice for other modifications.

We are not liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any feature of the Service.

11. Termination and Suspension

11.1 Closing your account

You may close your account at any time, as described in our Privacy Policy. Closing your account does not relieve you of any obligations you incurred under these Terms prior to closure, including obligations under Sections 7, 8, and 14 or impact any other sections of these Terms that survive termination (see Section 11.4).

11.2 Suspension or termination by WorkScore

We may suspend or terminate your account, or restrict your access to all or part of the Service, at any time, for any reason or no reason, with or without cause, and with or without notice to you. Without limiting the foregoing, examples of conduct or circumstances that may result in suspension or termination include:

Any violation of these Terms or our Privacy Policy, including the conduct described in Section 7;
Failure to satisfy, or to continue to satisfy, the eligibility requirements in Section 3;
Misrepresentation of your identity, work history, or other information you provide to us;
Suspected fraud, abuse, or misuse of the Service;
Conduct that we determine, in our discretion, may expose us, other Users, or third parties to legal, financial, reputational, or operational risk;
Compliance with applicable law, regulation, or valid legal process;
Extended inactivity; or
Discontinuance of the Service or material features of the Service.

These examples are illustrative only and do not limit our right to suspend or terminate your account.

11.3 Effect of suspension or termination

If we suspend your account, your access to all or part of the Service may be restricted while the suspension is in effect. If we terminate your account or for any other termination of the Services or these Terms, your access to the Service will end. Information associated with your account is handled as described in our Privacy Policy. You will not be entitled to any refund of fees, if applicable, except as required by law.

11.4 Survival

The provisions of these Terms that by their nature should survive termination will survive, including Section 2 (Definitions), Sections 4 and 5 (with respect to disclaimers and the limitations on use of WorkScores), Section 7 (with respect to consumer reporting law restrictions and any other ongoing restrictions on use of the Service), Section 8 (Content licenses and feedback), Section 12 (Disclaimers), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 15 (Dispute Resolution), Section 16 (Governing Law and Venue), Section 17 (General Provisions), and any other provisions that by their nature should survive termination.

12. Additional Disclaimers of Warranties

12.1 Service provided "as is"

THE SERVICE, INCLUDING ALL CONTENT, INFORMATION, RATINGS, WORKSCORES, PROFILES, AND OTHER MATERIALS MADE AVAILABLE THROUGH THE SERVICE, IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WORKSCORE, ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AND SERVICE PROVIDERS (COLLECTIVELY, THE "WORKSCORE PARTIES") DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

12.2 No specific guarantees

WITHOUT LIMITING THE FOREGOING, THE WORKSCORE PARTIES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING:

THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY WORKSCORE, RATING, PROFILE, WORK HISTORY, OR OTHER CONTENT MADE AVAILABLE THROUGH THE SERVICE, INCLUDING INFORMATION OBTAINED FROM THIRD-PARTY DATA PROVIDERS (SERVICE PROVIDERS);
THE CORRECTNESS OF ANY CALCULATION USED TO GENERATE A WORKSCORE OR ANY OTHER METRIC PRODUCED BY THE SERVICE;
THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, BE AVAILABLE WITHOUT INTERRUPTION, OR BE FREE FROM ERRORS, DEFECTS, BUGS, OR SECURITY VULNERABILITIES;
THAT ANY DEFECT IN THE SERVICE WILL BE CORRECTED, OR THAT THE SERVICE WILL BE COMPATIBLE WITH ANY PARTICULAR DEVICE, BROWSER, OPERATING SYSTEM, OR SOFTWARE;
THAT THE SERVICE OR ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE SERVICE WILL BE FREE FROM VIRUSES, MALWARE, OR OTHER HARMFUL COMPONENTS;
THE IDENTITY, QUALIFICATIONS, CHARACTER, BEHAVIOR, OR RELIABILITY OF ANY OTHER USER OF THE SERVICE;
THE ACCURACY OR TRUTHFULNESS OF ANY RATING SUBMITTED BY ANY USER, OR THAT ANY RATING REFLECTS AN OBJECTIVE EVALUATION OF THE RATED INDIVIDUAL;
THE PRESERVATION OF RATER ANONYMITY BEYOND WHAT THE SERVICE DISPLAYS, AS DESCRIBED IN SECTION 5;
ANY OUTCOME, INCLUDING ANY EMPLOYMENT, BUSINESS, FINANCIAL, OR REPUTATIONAL OUTCOME, RESULTING FROM YOUR USE OF THE SERVICE OR FROM ANY OTHER PERSON'S USE OF YOUR WORKSCORE OR RELATED INFORMATION; OR
THAT THE SERVICE WILL BE AVAILABLE IN ANY PARTICULAR JURISDICTION OR THAT YOUR USE OF THE SERVICE COMPLIES WITH THE LAWS OF YOUR JURISDICTION.

WORKSCORE DOES NOT ENDORSE ANY USER OR ANY CONTENT MADE AVAILABLE THROUGH THE SERVICE. THE PRESENCE OF ANY USER OR ANY CONTENT ON THE SERVICE DOES NOT CONSTITUTE AN ENDORSEMENT BY WORKSCORE OR A GRANT OR ENDORSEMENT BY WORKSCORE TO USE ANY SUCH CONTENT IN A MANNER THAT SUBSTANTIALLY REPLACES HUMAN DECISION-MAKING.

YOU ASSUME ALL RISK ARISING FROM YOUR USE OF THE SERVICE AND FROM ANY DECISION YOU OR ANY OTHER PERSON MAKES BASED ON CONTENT MADE AVAILABLE THROUGH THE SERVICE.

12.3 Third-party services and content

THE SERVICE MAY INCLUDE, INTEGRATE WITH, OR PROVIDE LINKS TO SERVICES, CONTENT, OR RESOURCES PROVIDED BY THIRD PARTIES, INCLUDING THIRD-PARTY IDENTITY PROVIDERS, DATA PROVIDERS, ANALYTICS PROVIDERS, EMAIL DELIVERY PROVIDERS, HOSTING PROVIDERS AND OTHER SERVICE PROVIDERS. THE WORKSCORE PARTIES DO NOT CONTROL, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES OR CONTENT, AND YOUR USE OF ANY THIRD-PARTY SERVICE OR CONTENT IS AT YOUR OWN RISK AND SUBJECT TO THE TERMS AND POLICIES OF THE APPLICABLE THIRD PARTY (SEE OUR PRIVACY POLICY FOR MORE INFORMATION).

12.4 Jurisdictional limitations

Some jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the disclaimers in this Section 12 may not apply to you. The disclaimers in this Section 12 apply to the maximum extent permitted by applicable law.

13. Limitation of Liability

13.1 Exclusion of certain damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE WORKSCORE PARTIES BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, BUSINESS OPPORTUNITY, GOODWILL, REPUTATION, EMPLOYMENT, DATA, OR USE, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, ANY CONTENT, OR YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE), AND EVEN IF THE WORKSCORE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on direct damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF THE WORKSCORE PARTIES TO YOU, ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, ANY CONTENT, OR YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO WORKSCORE FOR USE OF THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS (US$100).

13.3 Basis of the bargain

YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN SECTIONS 12 AND 13 ARE A FUNDAMENTAL PART OF THE BARGAIN BETWEEN YOU AND WORKSCORE, AND THAT WORKSCORE WOULD NOT PROVIDE THE SERVICE TO YOU WITHOUT THESE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS. THESE PROVISIONS WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.4 Jurisdictional limitations

Some jurisdictions do not allow the exclusion or limitation of certain damages or limitations of liability. Accordingly, some of the limitations and exclusions in this Section 13 may not apply to you. The limitations and exclusions in this Section 13 apply to the maximum extent permitted by applicable law.

14. Indemnification

14.1 Your indemnification obligation

To the maximum extent permitted by applicable law, you agree to defend (if requested), indemnify, and hold harmless the WorkScore Parties from and against any and all claims, demands, actions, proceedings, investigations, losses, damages, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising out of or relating to:

Your breach of these Terms or our Privacy Policy;
Your use or misuse of the Service;
Any content you submit, post, transmit, or otherwise make available through the Service including Your Content;
Any rating, rating request, or communication you make through the Service;
Your negligence, willful misconduct, or violation of any applicable law, regulation, or third-party right.

14.2 Specific indemnification matters

Without limiting Section 14.1, for purposes of clarity, your indemnification obligation specifically includes any claim, demand, action, proceeding, investigation, loss, damage, liability, judgment, settlement, cost, or expense arising out of or relating to:

Any use of the Service or any WorkScore by you, or by any other person at your direction or with your assistance, in violation of Section 7.1 (Restrictions on use related to consumer reporting laws), including any claim under the FCRA or any analogous state, provincial, or other consumer reporting law;
Any infringement, misappropriation, or violation of any intellectual property, privacy, publicity, or other right of any person arising out of Your Content, any rating you make, or any other action you take through the Service;
Any defamation, libel, slander, or similar claim relating to a statement, rating, or communication you make through the Service; or
Any violation by you of any law or regulation, including consumer protection, privacy, anti-spam, or telecommunications law.

14.3 Defense and cooperation

We may, in our sole discretion, assume the exclusive defense and control of any matter subject to indemnification under this Section 14, in which case you agree to cooperate fully with our defense of the matter at your expense. You may not settle any matter subject to indemnification under this Section 14 without our prior written consent. We may not settle any matter in a manner that imposes any obligation on you (other than payment of money for which you are responsible under this Section 14) without your consent, which will not be unreasonably withheld.

15. Dispute Resolution; Mandatory Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES YOU AND WORKSCORE TO RESOLVE DISPUTES THROUGH BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND IT WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. SECTION 15.5 DESCRIBES HOW TO OPT OUT OF THIS ARBITRATION AGREEMENT.

15.1 Informal dispute resolution

Before initiating arbitration or any other formal proceeding (except for disputes covered by Section 15.6), you and WorkScore agree to attempt in good faith to resolve any dispute informally. To begin informal dispute resolution, you must send a written notice to legal@workscore.com that includes your name, the email address associated with your account (if any), a description of the dispute, and the relief you are seeking (a "Notice of Dispute"). WorkScore will send any Notice of Dispute to you at the email address associated with your account. We will also send you a Notice of Dispute before initiating any arbitration or any other formal proceeding (except for disputes covered by Section 15.6).

The parties will use reasonable efforts to resolve any dispute through informal negotiation for a period of at least sixty (60) days from the date the Notice of Dispute is received. Neither party may initiate arbitration before the end of this informal resolution period. The statute of limitations and any filing-fee deadlines will be tolled during this period.

15.2 Agreement to arbitrate

You and WorkScore agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or the relationship between you and WorkScore (a "Dispute"), including disputes regarding the formation, existence, validity, scope, enforceability, or interpretation of these Terms or this Section 15, will be resolved exclusively by binding individual arbitration, except as expressly provided in Section 15.6.

This Section 15 is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the "FAA"). The FAA preempts any state law to the contrary.

15.3 Arbitration procedures

Arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA Consumer Arbitration Rules then in effect (the "AAA Rules"), as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.

Arbitration will be conducted by a single arbitrator selected in accordance with the AAA Rules. The arbitration will be conducted in English. The arbitration hearing, if any, will take place in the county where you reside, or, at your election, by videoconference or telephone. Documents-only arbitration is permitted for claims that do not exceed the amount specified in the AAA Rules for documents-only proceedings.

The arbitrator has the exclusive authority to resolve any Dispute, including disputes regarding the formation, existence, validity, scope, enforceability, or interpretation of these Terms or this Section 15 other than disputes set forth in Section 15.6. The arbitrator may grant any relief that a court could grant, except as limited by Section 15.4. The arbitrator's decision will be final and binding on the parties, and judgment on the arbitrator's award may be entered in any court of competent jurisdiction.

15.4 Class action and representative action waiver

YOU AND WORKSCORE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS YOU AND WORKSCORE AGREE OTHERWISE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON, AND MAY NOT PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING.

YOU AND WORKSCORE EACH WAIVE ANY RIGHT TO A JURY TRIAL.

15.5 30-day right to opt out

You have the right to opt out of this Section 15. To opt out, you must send written notice to legal@workscore.com within thirty (30) days of the date you first accept these Terms (which acceptance, in the case of using our publicly available website, is the date of your first access and use of such site, and, in the case of creating an account or signing up for the Service, is when you click “I Agree”). Your opt-out notice must include your full name, the email address associated with your account, and a clear statement that you wish to opt out of the arbitration agreement and class action waiver in Section 15 of the WorkScore Terms of Service. Opting out of Section 15 will not affect any other provision of these Terms or your use of the Service.

If you opt out of Section 15, all Disputes will be resolved in accordance with Section 16 (Governing Law and Venue).

15.6 Exceptions to arbitration

Notwithstanding Section 15.2, the following Disputes are not subject to mandatory arbitration:

Disputes that may be brought in small claims court, so long as the matter remains in small claims court and proceeds only on an individual (non-class, non-representative) basis; and
Disputes seeking injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation, or violation of either party's intellectual property rights or for other temporary or preliminary injunctive relief, specific performance or other provisional equitable remedies to preserve the status quo or prevent irreparable harm, which disputes may be brought in a court of competent jurisdiction.

15.7 Severability of arbitration provisions

If any provision of this Section 15 is found to be unenforceable, that provision will be severed and the remaining provisions of this Section 15 will continue in full force and effect, except that if the class action waiver in Section 15.4 is found to be unenforceable with respect to any Dispute or any portion of a Dispute, then the entire Section 15 (other than this Section 15.7) will be unenforceable as to that Dispute or portion, and the parties agree that any such Dispute or portion will be resolved in accordance with Section 16 (Governing Law and Venue).

15.8 Survival

This Section 15 will survive the termination or expiration of these Terms and the closure or termination of your account.

16. Governing Law and Venue

16.1 Governing law

These Terms, and any dispute (including a Dispute) arising out of or relating to these Terms, the Service, or the relationship between you and WorkScore, are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws principles. Notwithstanding the foregoing, Section 15 (Dispute Resolution; Mandatory Arbitration; Class Action Waiver) is governed by the FAA.

16.2 Venue for non-arbitrable disputes

Any Dispute that is not subject to arbitration under Section 15, or that proceeds in court in accordance with Section 15.6 (Exceptions to arbitration) or Section 15.7 (Severability of arbitration provisions), will be brought exclusively in the state or federal courts located in Suffolk County, Massachusetts. You and WorkScore each consent to the personal jurisdiction of those courts and waive any objection to the venue of those courts on the grounds of forum non conveniens or otherwise.

16.3 No application of certain laws

The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

17. General Provisions

17.1 Entire agreement

These Terms, together with our Privacy Policy and any other agreements or policies expressly incorporated into these Terms, constitute the entire agreement between you and WorkScore regarding the Service and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral, regarding the subject matter of these Terms.

17.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions of these Terms will continue in full force and effect, and the invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the parties' intent. The severability provisions in Section 15 (Dispute Resolution) govern the severability of that section.

17.3 No waiver

Our failure or delay to enforce any provision of these Terms is not a waiver of our right to do so later. A waiver of any provision of these Terms is effective only if it is in writing and signed by an authorized representative of WorkScore.

17.4 Assignment

You may not assign or transfer these Terms or any of your rights or obligations under these Terms, in whole or in part, without our prior written consent. Any attempted assignment in violation of this Section is void. We may assign or transfer these Terms, in whole or in part, without restriction or notice. These Terms bind and benefit the parties and their permitted successors and assigns.

17.5 Notices

We may provide notices to you under these Terms by email to the address associated with your account, by posting a notice on the Service, or by any other means we determine to be reasonable. Notices to us must be sent to legal@workscore.com, except as otherwise specified in these Terms (for example, Sections 9, 15, and 16 may specify other contact addresses for particular purposes).

You are responsible for keeping the email address associated with your account current. Notices we send to that address are effective when sent to the email account you have provided to us, whether or not you actually receive them.

17.6 Force majeure

We are not liable for any failure or delay in performing under these Terms, or any interruption or unavailability of the Service, caused by events beyond our reasonable control, including acts of God, natural disasters, fires, floods, earthquakes, pandemics, epidemics, public health emergencies, war, terrorism, civil unrest, government actions, labor disputes, power or telecommunications failures, internet or third-party service provider failures, cyberattacks, or other similar events.

17.7 No third-party beneficiaries

These Terms are for the benefit of you and WorkScore only. There are no third-party beneficiaries of these Terms, except that the WorkScore Parties (other than WorkScore itself) are intended third-party beneficiaries of Sections 12, 13, and 14 and are entitled to enforce those Sections directly.

17.8 Relationship of parties

These Terms do not create any agency, partnership, joint venture, employment, or franchise relationship between you and WorkScore. Neither party has the authority to bind the other or to incur any obligation on the other's behalf.

17.9 Interpretation

The headings in these Terms are for convenience only and do not affect interpretation. The words "include," "includes," and "including" are not limiting and are deemed to be followed by the words "without limitation." References to "Sections" are to sections of these Terms unless otherwise specified.

17.10 Export and sanctions compliance

You represent and warrant that you are not located in, and are not a national or resident of, any country subject to U.S. government embargoes or designated by the U.S. government as a "terrorist supporting" country, and that you are not on any U.S. government list of prohibited or restricted parties. You agree to comply with all applicable export control and sanctions laws in your use of the Service.

18. Changes to the Terms

We may modify these Terms from time to time. If we make material changes, we will notify you by email (to the address associated with your account) or by posting a prominent notice on the Service before the changes take effect. The "Last updated" date at the top of these Terms indicates when they were last revised.

If you continue to use the Service after the changes become effective, you agree to the modified Terms. If you do not agree to the modified Terms, you must stop using the Service and may close your account as described in our Privacy Policy.

Notwithstanding the foregoing, no modification to Section 15 (Dispute Resolution; Mandatory Arbitration; Class Action Waiver) will apply to any Dispute for which a Notice of Dispute was delivered to either party before the effective date of the modification.

19. Contact for Questions

If you have questions about these Terms, you can contact us at:

Email: legal@workscore.com

Mail:

WorkScore Inc.

c/o Registered Agent Solutions, Inc.

838 Walker Road, Suite 21-2

Dover, DE 19904