Work Theory
Client terms
What you get, what you own, how to cancel, and what happens if something goes wrong. Each section opens with a plain summary; the full text under it is the agreement.
1. Who we are, and when these terms apply
In plain termsThis is the agreement between you and Work Theory when you buy a build or a monthly plan. You accept it by ticking the box at checkout. If we have both signed a separate contract, that one wins where the two differ.
These Client Terms of Service (the "Terms") are a binding agreement between Work Theory Inc., a Delaware corporation ("Work Theory", "we", "us"), and the person or business making a purchase (the "Client", "you"). They apply to every build, plan and related service you buy from us (the "Services") and to everything we create for you under them (the "Deliverables").
You accept these Terms by ticking the acceptance box at checkout, by paying a Fee, or by using the Services. If you accept on behalf of a business, you confirm that you have authority to bind it. If you and Work Theory have signed a separate written agreement, that agreement controls to the extent it conflicts with these Terms.
2. Services and fees
In plain termsWhat you are buying and what it costs are on your own agreement page and at checkout. The price you see there is the price you pay.
The Services you are buying, their fees (the "Fees") and any warranty period that applies to a Deliverable are set out on the agreement page we prepared for you and at checkout, in US dollars. Those pages are part of these Terms.
A "Defect" is a failure of a Deliverable to work as we described it when we delivered it. New features, changes of scope, and changes made necessary by a Third-Party Service (Section 6) are not Defects. Where your agreement page states a period during which we correct Defects at no additional charge, that period is the "Defect Warranty Period" for that Deliverable.
Fees exclude taxes. You are responsible for any sales or similar tax that applies, which may be collected at checkout.
3. Requests and turnaround
In plain termsEmail us what you need. We aim to turn a change around within 10 business days once we have what we need from you. Bigger work gets a timeline and a price before we start.
Send requests to hello@worktheory.ai. We will acknowledge a request within two (2) business days and aim to deliver a requested change within ten (10) business days after we have everything we need from you, such as content, access, credentials and answers to our questions. Delay in providing those shifts the timeline; it does not reduce the Fees.
For a request larger than a plan reasonably covers, we will tell you the expected effort, timeline and any additional fee before we start, and we will not proceed without your agreement. Turnaround figures are good-faith targets, not guarantees.
4. You own what we build
In plain termsOnce you have paid for a build, the code is yours. Stopping a monthly plan does not change that. Ask, and we hand over everything needed to run it somewhere else.
Upon payment in full of the Fee for a Deliverable, Work Theory assigns to you all right, title and interest in that Deliverable, including its source code and the content and data in it ("Client Data"). That assignment does not depend on any monthly plan, and it survives cancellation or termination for any reason.
Where a Deliverable incorporates tools, libraries or components that Work Theory uses across clients (the "Engine"), Work Theory grants you a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, run, copy and modify the Engine to the extent it is embedded in or required to operate your Deliverable. Where an Engine component is available under an open-source licence, that licence governs and nothing here narrows it.
At any time on request, and whether or not you still pay for a plan, we will give you a complete and current copy of your Deliverables, their source code and your Client Data in a documented, non-proprietary format, together with the access and credentials needed to run them elsewhere, within thirty (30) days and at no charge. We will not withhold a Deliverable, Client Data, a domain or a credential as leverage in a commercial dispute. Nothing in this Section requires us to keep providing Services that have not been paid for.
5. Billing, renewal and cancellation
In plain termsMonthly plans charge your card on the same day each month until you cancel. Cancel any time by email, and the next charge stops. Months already paid for and builds already started are not refunded, unless we failed to deliver what these terms promise.
Monthly plans are billed in advance through our payment processor, Stripe, to the payment method you provide, on the day you subscribe and on the same day of each month after that, and they renew automatically until cancelled. One-time Fees are due at checkout.
You may cancel a monthly plan at any time by emailing hello@worktheory.ai. Cancellation takes effect at the end of the billing period already paid for, and no further charges will be made. Work Theory may end a monthly plan on thirty (30) days' written notice.
Except where Work Theory has failed to deliver what these Terms require, Fees are non-refundable: we do not refund a billing period already paid for, or a build Fee once work has begun. If a payment fails, we will notify you and may pause plan Services until it is resolved. Your ownership under Section 4 is unaffected.
6. Third-party services
In plain termsYour site runs on services you hold directly, such as hosting, payments, your domain and email. Those contracts are between you and them. We do not control them, we do not guarantee them, and you pay their fees.
Your Deliverables run on, and may depend on, services provided by others, such as hosting, payment processing, domain registration, email delivery and AI providers ("Third-Party Services"). You contract with each Third-Party Service directly, you are responsible for its fees, and your use of it is governed by its own terms. Work Theory is not a party to those agreements.
We do not control Third-Party Services. We make no warranty about their availability, security, pricing or continued operation, and we are not liable for any loss arising from their acts, omissions, outages or changes. We will tell you before a request requires a new Third-Party Service or a new recurring fee, and you decide whether to proceed. Where you give us access to a Third-Party Service account, you confirm that you are entitled to do so.
7. Responsibilities and indemnities
In plain termsGive us what we need, keep your logins safe, and make sure you have the right to use the content you give us. If someone claims the code we wrote for you copies theirs, we handle it and cover you.
You agree to: (a) provide content, access, credentials and decisions within a reasonable time of request; (b) keep your account credentials secure and tell us promptly of any unauthorised access or of anything that stops working; (c) use the Services and Deliverables lawfully; and (d) ensure that you own or have the rights to all content, data and materials you give us ("Client Materials"), and that our use of them as you direct does not infringe anyone's rights or violate any law.
You will defend and indemnify Work Theory against third-party claims, and the resulting damages, costs and reasonable legal fees, to the extent they arise from Client Materials or from your use of the Deliverables in breach of these Terms or applicable law.
Work Theory will defend and indemnify you against third-party claims that code Work Theory wrote for you infringes that party's intellectual property rights, and will pay the resulting damages, costs and reasonable legal fees awarded against you or agreed in settlement. This does not cover claims arising from Client Materials, from Third-Party Services, from changes made by anyone other than Work Theory, or from your use of a Deliverable in breach of these Terms. If such a claim is made or appears likely, Work Theory may replace or modify the affected code so that it does not infringe, or refund the Fee paid for it. This indemnity is subject to the limits in Section 9.
Whoever is indemnified must tell the other party of a claim promptly, let the other party control the defence and any settlement, and cooperate reasonably at the other party's expense.
8. Warranties and disclaimers
In plain termsWe do the work with care and skill, and we fix Defects in a build during its warranty period. Beyond that, we do not promise the work is perfect or never interrupted. What you get from us is building, coaching, recommendations and help running your tools.
Work Theory warrants that it will perform the Services in a professional and workmanlike manner and that, during the Defect Warranty Period stated for a Deliverable, it will correct Defects at no additional charge. Your sole remedy for breach of this warranty is correction of the Defect or, if we cannot correct it within a reasonable time, a refund of the Fee paid for the affected Deliverable.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS", AND WORK THEORY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL BE ERROR-FREE OR UNINTERRUPTED, WILL MEET YOUR REQUIREMENTS, OR WILL PRODUCE ANY PARTICULAR BUSINESS RESULT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.
9. Limit of liability
In plain termsIf something we do goes wrong, the most we owe you is what you paid us in the 12 months before the problem. Neither of us is responsible to the other for indirect losses such as lost profits.
TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) WORK THEORY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICES OR THE DELIVERABLES WILL NOT EXCEED THE FEES YOU PAID TO WORK THEORY IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to a party's gross negligence or wilful misconduct, to a party's misappropriation of the other's intellectual property, to your payment obligations, or to your indemnity in Section 7. The parties agree that the Fees reflect these limits and that the limits are an essential basis of the bargain.
10. Confidentiality
In plain termsWe keep your business information private, and you keep ours.
Each party will keep confidential any non-public business, technical or financial information it receives from the other in connection with the Services, use it only to perform or receive the Services, and protect it with at least reasonable care. This does not cover information that is public through no fault of the recipient, already known to it, independently developed, or that must be disclosed by law (with notice to the other party where lawful). This obligation lasts for three (3) years after the Services end, and for Client Data it lasts indefinitely.
11. Term and termination
In plain termsThese terms last as long as you are buying something from us. Either of us can end a monthly plan. When it ends, you keep what you paid for and we hand it over.
These Terms begin when you first accept them and continue while any Service is active. Either party may end a monthly plan as described in Section 5. Either party may terminate these Terms immediately on written notice if the other materially breaches them and does not cure the breach within thirty (30) days of notice.
On termination for any reason: you keep every Deliverable you have paid for, its source code, your Client Data and the licence in Section 4; we will provide the export described in Section 4; Fees already accrued remain payable; and Sections 4, 5 (as to amounts owed), 6 through 10, 12 and 13 survive.
12. Disputes, arbitration and governing law
In plain termsIf there is a problem, email us first and we will try to work it out within 30 days. If that fails, the dispute goes to an arbitrator in New York rather than to court, one claim at a time and not as a class action. Small-claims court is still an option. New York law applies. You can opt out of arbitration within 30 days of accepting these terms.
Informal resolution. Before starting any formal proceeding, the party raising a dispute must email the other (for Work Theory: hello@worktheory.ai) describing it. The parties will work in good faith to resolve it within thirty (30) days of that notice.
Arbitration. If the dispute is not resolved informally, it will be resolved exclusively by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where they apply, its Expedited Procedures, before a single arbitrator. The arbitration will take place in New York, New York, or by video where the arbitrator permits. The arbitrator may award any relief that a court could award to an individual party. Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs this Section.
Individual basis. ALL CLAIMS MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR AWARD RELIEF ON A CLASS-WIDE BASIS. If this paragraph is found unenforceable for a particular claim, that claim will proceed in the courts named below, and the rest of this Section stays in effect.
Exceptions. Either party may bring an individual claim in small-claims court, and either party may seek injunctive or other equitable relief in court to protect its intellectual property or confidential information.
Opt-out. You may opt out of this arbitration agreement by emailing hello@worktheory.ai within thirty (30) days of first accepting these Terms, stating your name, your business and that you opt out. Opting out does not affect any other part of these Terms.
Governing law and courts. These Terms are governed by the laws of the State of New York, without regard to its conflict-of-law rules. For any matter not subject to arbitration, the state and federal courts located in New York County, New York have exclusive jurisdiction, and each party consents to that jurisdiction.
13. General terms
In plain termsThe usual closing provisions: this is the whole agreement, we give you 30 days' notice before changing it, and we may mention you as a client unless you ask us not to.
Changes to these Terms. We may update these Terms by posting a new version at this address with a new effective date. If a change materially affects a plan you are paying for, we will email you at least thirty (30) days before it takes effect, and you may cancel under Section 5 instead of accepting it. Continued use after the effective date is acceptance.
Notices. Notices to Work Theory go to hello@worktheory.ai. Notices to you go to the email address you gave at checkout. A notice is effective when sent, unless the sender receives a delivery failure.
Publicity. We may identify you as a client, and use your business name and logo for that purpose, unless you tell us in writing not to.
Assignment. You may not assign these Terms without our written consent, except to a successor to your business. We may assign them to an affiliate or to a successor in a merger, acquisition or sale of assets, and will notify you if we do.
Force majeure. Neither party is liable for delay or failure (other than payment) caused by events beyond its reasonable control, provided it notifies the other and resumes performance as soon as it reasonably can.
Relationship. The parties are independent contractors. Nothing here creates a partnership, joint venture, agency or employment relationship.
Entire agreement; severability; waiver. These Terms, together with your agreement page and the prices and descriptions shown at checkout, are the entire agreement between the parties about their subject matter and supersede prior discussions. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest remains in effect. A failure to enforce a provision is not a waiver of it.
Electronic acceptance. Ticking the acceptance box at checkout has the same effect as a signature.
14. Contact
In plain termsQuestions about any of this: write to us. A person reads it and replies from the same address.
Work Theory Inc. · hello@worktheory.ai