Master Subscription Agreement

This Master Subscription Agreement (“Agreement”) is between The Indema Company, Inc., a Wyoming corporation doing business as Workroom (“Workroom,” “we,” “us”), and the interior designer, architect, builder, or other professional entering into it (“Pro,” “you”).

You accept this Agreement by clicking to accept it, signing or agreeing to an Order Form, or simply using or paying for the Workroom Platform. If you're accepting on behalf of a company, you're confirming you have the authority to bind that company. If you don't have that authority, or you don't agree to these terms, don't use the Workroom Platform. Accepting this Agreement also means accepting our Terms of Use and Privacy Policy.

1. Definitions

• Applicable Law: any law, regulation, or governmental requirement that applies to the Workroom Platform or either party's obligations here.
• Client: a Workroom user who uses the Platform for their own personal interior-design needs (i.e., your client). The Client's relationship with Workroom is covered by a separate agreement, not this one.
• Confidential Information: anything either party shares that's marked confidential, or that would obviously be considered confidential given the context. It doesn't include information the receiving party already knew, gets from someone else with no confidentiality obligation, or that becomes public through no fault of theirs. Ours includes non-public details about the Platform's features and performance, our Documentation, and Usage Data. Yours includes your Pro Data.
• Pro Data: the design materials, content, drafts, and deliverables you create and upload to the Platform. This doesn't include Usage Data.
• Documentation: the user guides and help materials we provide for the Platform.
• Intellectual Property Rights: patents, copyrights, moral rights, trademarks, trade secrets, and similar rights worldwide, plus any applications for them.
• Order Form: the ordering document (online or otherwise) that spells out what Services you're getting under this Agreement.
• Workroom Platform: our software-as-a-service platform and related apps that help Pros design, learn, connect, and grow their business, including updates and improvements.
• Workroom Policies: any additional policies or standards we post on the Platform, which we can update at our discretion.
• Usage Data: data about your use of the Platform that's been aggregated so it's no longer tied to you specifically.

2. The Workroom Platform

Order Forms

Each Order Form is part of this Agreement. If an Order Form conflicts with this Agreement, this Agreement wins, unless the Order Form specifically says it overrides a particular provision.

Access

As long as you pay your fees and follow this Agreement, we grant you a worldwide, non-exclusive, non-transferable right to use the Workroom Platform to run your business and serve your Clients, subject to any limits in your Order Form.

Documentation

Same conditions apply to a license to use our Documentation internally, without modifying it.

Support

We'll make commercially reasonable efforts to provide email support during business hours (excluding U.S. federal holidays). You can open a support ticket by emailing support@myworkroom.co.

Workroom-Verified Pros

We may designate certain Pros as “Verified” or “Premium” and offer them extra benefits. To qualify, you need an account in good standing, agreement to any applicable Workroom Policies, and our approval. We can revoke this status if you don't comply with those policies, and we can change the requirements at our discretion.

Subcontractors

We may use subcontractors to help fulfill our obligations, but we stay responsible for them.

3. Your Responsibilities

What you can't do

Unless we've expressly agreed otherwise, you won't:

• Rent, lease, or let third parties use the Platform or Documentation.
• Use the Platform to provide services to anyone other than your own Clients.
• Use the Platform in a way that breaks this Agreement or your Order Form.
• Bypass or disable any security features.
• Reverse-engineer, decompile, or try to extract the source code or underlying structure of the Platform.
• Modify the Platform or Documentation or build derivative works from them.
• Remove proprietary notices or labels.
• Use the Platform in a way that violates the law.

Your account

You're responsible for everything that happens on your account, including anyone you let access it, and for keeping your login credentials confidential.

4. Third-Party Plugins and Services

We and other companies may offer optional third-party products, plugins, or integrations (“Third-Party Services”). If you use one, that relationship and any data you exchange is between you and that provider; we don't warrant or support Third-Party Services, whether or not we've labeled them “recommended” or “certified,” and we're not responsible for legal issues arising from your use of them. If you connect a Third-Party Service to Workroom, you're authorizing that service to access your Pro Data as needed to make the integration work, and we're not responsible for what that service does with it once it has access — you'll want to sort out any limits directly with that provider. We also don't guarantee any Third-Party Service or integration will keep working, and if one is discontinued, you're not entitled to a refund or credit for that.

5. Who Owns What

Workroom's IP

We (and our licensors) own the Workroom Platform, Documentation, and Usage Data, including all IP rights in them. Nothing here transfers any ownership of that to you; you only get the limited rights this Agreement spells out.

Your Pro Data

You (and your licensors) own your Pro Data. We don't get any rights to it beyond what's expressly granted here.

Feedback

If you give us feedback or suggestions about the Platform, you're assigning us full rights to use that feedback however we want, with no payment or attribution owed to you.

6. Data

Your data, licensed to us

You grant us a worldwide, non-exclusive, revocable (if you ask us to stop), royalty-free license to host, store, display, and otherwise use your Pro Data to run the Platform. If you ask us to remove your data, we'll do so as soon as reasonably possible.

Usage Data

We can collect and analyze Usage Data (and related technical information) to run, improve, and build new features for the Platform, and to comply with legal or regulatory requests.

7. Confidentiality

Each party will take reasonable care to protect the other's Confidential Information, and will only share it with people on their own team who genuinely need it to do their job. Each party is responsible for its own people's compliance with this. This obligation ends five years after disclosure (or, for trade secrets, for as long as the information legally qualifies as a trade secret), and doesn't apply to anything a party is legally required to disclose.

8. Fees and Payment

You'll pay the fees listed in your Order Form. If you think you've been billed incorrectly, let us know within 60 days of the statement where the error first appeared so we can look into a credit or adjustment.

If we invoice you, payment is due 30 days after the invoice date unless your Order Form says otherwise. Unpaid balances accrue a 1.5%-per-month finance charge (or the legal maximum, if lower), plus our collection costs, and can result in immediate suspension of your access. If you turn on autopay, you'll see the fees before you confirm, and once it's on, you're authorizing us to keep charging your payment method until you cancel. Subscriptions renew automatically unless cancelled through the Platform. All fees are in U.S. Dollars.

Fees are non-refundable except as described in our Refund Policy.

Taxes

Other than taxes on Workroom's own net income, you're responsible for all taxes and duties tied to your use of the Platform.

9. Term and Termination

This Agreement starts when you accept it (or your first Order Form) and continues until terminated. Order Forms auto-renew for another term matching the original unless your Order Form says otherwise, or either party gives 30 days' written notice before the current term ends that they don't want to renew. Either of us can terminate this Agreement or an Order Form for any reason with 30 days' written notice. Either of us can also terminate immediately if the other materially breaches this Agreement and either can't fix it, or doesn't fix it within 30 days of being notified. We can terminate immediately without a cure period if you breach our IP or confidentiality terms. Either party can terminate immediately if the other becomes insolvent, files for bankruptcy, or has a receiver appointed. Ending this Agreement ends all active Order Forms too (but ending one Order Form doesn't end the whole Agreement). All licenses we granted you end on termination. Neither of us is liable to the other just for terminating in line with these terms, and termination doesn't excuse breaches that happened beforehand.

After termination

If you ask us to, we'll delete your Pro Data. If you terminate for our material breach, or we terminate for convenience, we'll refund you a pro-rated amount for any access you paid for but didn't get. If the Agreement ends for any other reason, fees already paid aren't refunded, and you'll owe us any remaining fees within 10 days. Sections covering Definitions, Order Forms, Your Responsibilities, Ownership, Data, Confidentiality, Fees, Effect of Termination, Post-Termination Obligations, Warranties, Indemnification, Limitations of Liability, Dispute Resolution, Compliance with Law, and Miscellaneous all survive termination.

10. Warranties

Each of us confirms this Agreement is validly signed and enforceable against us, that we don't need anyone else's approval to sign it, and that signing it doesn't violate any law or other agreement we're bound by.

We warrant that we'll provide the Platform in a professional manner consistent with industry standards.

You warrant that you have the rights needed to let us use your Pro Data as described here without infringing anyone else's rights, and that you'll use the Platform in line with our policies and the law. Beyond those specific promises, the Platform and Documentation are provided “as is.” We disclaim all other warranties, including merchantability, fitness for a particular purpose, and non-infringement, and we don't promise the Platform will be error-free or uninterrupted. Some jurisdictions don't allow these kinds of exclusions, so this may not fully apply to you.

11. Indemnification

If you breach the Warranties section above and it leads to a third-party claim against us, and we ask you to defend us, you'll cover: any damages, costs, and attorneys' fees awarded against us; our reasonable out-of-pocket defense costs; and any settlement amounts you agree to. We'll give you prompt notice, let you control the defense, and cooperate reasonably, but you can't settle in a way that admits our fault without our written sign-off.

12. Limits on Liability

Neither of us is liable to the other for consequential, incidental, special, or exemplary damages, including lost profits or lost data, even if we knew those losses were possible. Our total liability under this Agreement is capped at whatever you paid us in the six months before the claim, or $100, whichever is greater.

These limits reflect how this Agreement is priced and are a basic part of the deal between us; they apply even if a specific remedy doesn't fully work as intended. Some jurisdictions don't allow these limits, so they apply to you only to the extent the law allows.

13. Dispute Resolution

Governing law

This Agreement is governed by the laws of the State of Wyoming and applicable U.S. federal law, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods doesn't apply.

Notice and cure period

Before either party files an arbitration demand, they must send the other a written notice describing the dispute and desired resolution, and allow 45 days to try to resolve it informally, except that either party can seek emergency injunctive relief right away for IP or confidentiality breaches.

Arbitration

Any dispute that can't be resolved informally will be finally settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The legal seat of arbitration is Cheyenne, Wyoming. Unless both parties agree otherwise, hearings will be conducted by videoconference. The arbitrator can award compensatory damages but not punitive damages. Arbitration proceedings and awards are each party's Confidential Information.

Fees

The losing party reimburses the prevailing party's reasonable arbitration fees and attorneys' fees, in addition to any award, unless that would conflict with Applicable Law.

Time limit

Any claim must be brought within 12 months of when it arose or it's barred, to the extent the law allows.

Carve-outs

Either party can still go to court to seek injunctive relief, or to bring an intellectual property infringement claim, without going through arbitration first.

14. Publicity

Unless you ask us not to, we may list you as a Workroom Pro and use your name, trademark, and logo for marketing and in communications with other Clients, Pros, resellers, or investors.

15. Compliance with Law; Export

Each of us will comply with applicable law in exercising our rights and obligations here, including export laws. For U.S. government users, the Platform and Documentation are “commercial computer software” and “commercial computer software documentation” under the applicable federal acquisition regulations, and any government use is governed solely by this Agreement.

16. Miscellaneous

• Non-solicitation: during the Term and for three years after, you won't solicit our employees or contractors to leave Workroom, to the extent the law allows.
• Injunctive relief: if either of us breaches the Ownership or Confidentiality sections, the other may suffer harm that money alone can't fix, so either of us can seek injunctive relief in addition to any other remedy.
• Further assurances: each of us will sign whatever additional documents are reasonably needed to give the other the benefit of this Agreement.
• Assignment: you can't assign this Agreement without our written consent; we can assign it freely. It binds both parties' permitted successors.
• Severability: if part of this Agreement is unenforceable, the rest still stands.
• No waiver: not enforcing a right here doesn't mean it's been given up.
• Entire agreement: this Agreement (with its Exhibits and Order Forms) is the whole deal and replaces any earlier agreements on the same subject. It can only be amended in a signed writing that says it's amending this Agreement.
• Bankruptcy: the licenses granted here are “intellectual property” rights under Section 101 of the U.S. Bankruptcy Code, and each party keeps the protections that come with that (including under Section 365(n)).
• Relationship: we're independent contractors of each other, not partners, agents, or joint venturers.
• No third-party beneficiaries.
• Force majeure: we're not liable for delays caused by anything reasonably outside our control, as long as we make reasonable efforts to work around it.
• Interpretation: headings are for convenience only; “including” always means “including without limitation”; the English version controls over any translation.
• Counterparts: this Agreement can be signed in counterparts, including by email, and all counterparts together form one agreement.

Notices

Notices must be in writing and count as delivered: immediately if hand-delivered or sent by courier; three business days after mailing by registered or certified U.S. mail; or upon acknowledged receipt if sent by email. Notices to us go to:

The Indema Company, Inc. dba Workroom
30 N Gould St. Ste R
Sheridan, WY 82801

Email: legal@myworkroom.co
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