The Indema Company, Inc. (dba Workroom)

Workroom (myworkroom.co and related apps and services, the “Workroom Platform”) is built by The Indema Company, Inc., a Wyoming corporation doing business as Workroom (“Workroom,” “we,” “us,” or “our”). We give interior designers, architects, builders, and similar professionals (“Pros”) tools to run their business day to day with their clients (“Clients”) and vendors (“Vendors”). Clients can also use the Platform to review project documents from their Pro and to pay their Pro.

These Terms are a real contract. By signing up, paying for, or using the Workroom Platform as a Pro, Client, or Vendor, you're agreeing to everything below, including our refund policy, our limits on liability, and our agreement to resolve disputes through arbitration rather than in court (details in the Disputes section)

1. The Agreement Itself

We can update these Terms at any time. If we make a material change, we'll tell you through the Platform or by other reasonable means before the change takes effect. If you keep using the Platform after that, you're accepting the update.

Other policies (like our Privacy Policy) may apply to specific parts of the Platform. Those are part of this agreement too.

2. Who Can Use Workroom

You need to be at least 16, or the minimum age your local law allows without parental consent.

Your account

• Keep your password confidential and tell us right away if you suspect a breach.

• Give us accurate information about yourself and keep it current.

• Accounts can't be transferred to someone else.

• We can close an account for a reason we consider reasonable, or if it's been inactive for a long time.

3. How the Platform Works

The Platform lets contracts and proposals be reviewed and signed (including e-signatures) and lets payments be sent and received. We're not a party to those contracts, and we don't vouch for the quality, legality, or existence of anything a Pro or Vendor offers, or guarantee that any deal actually gets completed. As a Pro or Vendor, you're the one responsible for fulfilling your contracts, delivering what you promised, and paying for anything you buy on your Client's behalf.

We're also not a party to disputes between users. If you have a problem with another Pro, Client, or Vendor, that's between you and them; we're not liable for it, and while we can choose to get involved, we're never obligated to.

4. Communications

By using the Platform you agree to receive operational emails and messages from us (things like transaction confirmations). You don't have to opt into promotional texts, calls, or push notifications to use the Platform; if you give us your phone number, you're agreeing to hear from us that way too, and standard carrier rates apply to texts. You can opt out of promotional messages any time using the instructions we provide.

5. Changes to the Platform

We can modify, pause, or discontinue any part of the Platform, temporarily or permanently, with or without notice, and we won't be liable to you for that. We may also offer certain features for a limited promotional period only.

We may set general limits on the Platform, like how long we retain your data or how much storage you get. Each pricing plan also caps the number of “activated” users, described further here.

6. Your Data

If you submit personal data to us (“Submitted Personal Data”), you're confirming you already have the rights and consents needed for us to process it under these Terms and our Privacy Policy, including sending it to third parties you choose and, where relevant, transferring it internationally.

If you receive personal data through the Platform from someone else (“Platform Personal Data”), you can only use it for the purpose it was shared for, or with proper consent. You need to keep it secure, and you can't sell it. You're responsible for complying with privacy law regarding any personal data you handle, including honoring people's requests to delete or access their own data, and you need to tell us promptly if you get a privacy complaint related to the Platform.

7. Payments & Billing

Fees and “activated” projects

Current plan fees and payment-processing fees are posted on the Platform. Plans are priced around the number of projects “activated” during your plan term. A project counts as activated the first time any of these happens: a new invoice is created, a payment is received on it (whether or not through Workroom), a retainer request is sent to a Client, a proposal is sent to a Client, or a room board is sent to a Client. If you go over your tier's project limit, you'll move to the next tier starting with your next billing cycle.

Paying us

You agree to pay the fees for your plan and any changes to it, including recurring charges, usage-based fees, transaction fees taken automatically from payments you receive through the Platform, one-time fees, and card surcharges (which we'll disclose upfront). We can net out amounts we owe you against amounts you owe us.

Automatic renewal

Subscriptions renew automatically at the end of each term (monthly or annual) at the then-current price. To stop a renewal, contact us at least 15 days before an annual term ends, or before a monthly term ends for monthly plans. Otherwise, you're on the hook for the next term. A credit card is required to sign up, we don't offer trial periods, and you'll be billed right away.

Price changes

We can change our prices. If we do, we'll give at least 30 days' notice through the Platform or by email before the new price applies to you. Using the Platform after that point means you've accepted the new price. Temporary promotional pricing can start as soon as we announce it and can end on the date we specify, or 30 days after the announcement, whichever comes first.

Payments between Clients and Pros

As a Client, paying a Pro or Vendor through the Platform means authorizing us and our payment processor to charge your payment method for the full amount you approve, including tax. If a charge gets reversed and pulled back from our account, you agree to repay us, and you authorize us to collect that amount from you by lawful means if you don't.

Whoever is paying or getting paid needs to give us accurate payment/banking information and confirm they're authorized to use and share it. We don't see or store your full payment details ourselves (our processor does), but we may keep billing an expired or updated payment method to avoid interrupting your service.

Disputes and chargebacks

Tell us about a disputed charge within 30 days of the charge. If it's a charge from another user, contact them directly. If you're involved in a chargeback tied to the Platform, you agree to cooperate and share relevant information with us and our processor. If a chargeback pulls funds from our account, you agree to reimburse us within 48 hours, and we can recover that amount by deducting it from future payments owed to you, reversing account credits, charging your card on file, or other lawful means. We may hold disbursements while we investigate disputed or high-risk transactions. Unpaid amounts can accrue a late fee of up to 1.5% per month (or the legal maximum, if lower), and if we have to pursue collection, you're responsible for our reasonable costs and legal fees.

Taxes

All fees are exclusive of taxes. You're responsible for any taxes tied to your use of the Platform, other than taxes on Workroom's own net income. If we're legally required to collect a tax from you, we will, unless you give us a valid exemption certificate.

8. Refund Policy

Annual plans and per-project fees are non-refundable, full stop. If you've signed an individually negotiated agreement with its own refund terms, those terms control over this section for your account.

For a brand-new monthly subscription, on its first billing cycle only:

• Cancel within the first 7 days (including day 7): 50% refund.

• Cancel after day 7: no refund.
  
  

For existing subscriptions of any kind (monthly, annual, or per-project): no refunds.

If you cancel mid-cycle, your account stays active through the end of that billing cycle, and you won't be charged again after that.

Older accounts grandfathered in before the January 2022 pricing change move to current pricing structures if payment lapses, or if the plan is upgraded or downgraded. No exceptions.

9. Lifetime License Holders

From time to time we run lifetime-access promotions at a one-time price (which can vary by package). “Lifetime” currently means through the year 2100, adjustable if Workroom is still around by then. The fee is non-refundable, and the license is tied permanently to the email address it was purchased under; it can't be transferred.

We can still terminate a lifetime account for violating these Terms or our Privacy Policy, under the Termination section below. If a lifetime license holder wants to upgrade to a different plan, that generally means paying the standard monthly price going forward. There's no path to move a lifetime license itself onto an upgraded plan.

10. What You Own, What We Own

Anything you submit or share through the Platform (data, text, photos, messages, and so on) is “Your Content,” and it stays yours. Workroom doesn't claim ownership over anything you create or share on the Platform, whether that's project management content or social content, and we won't use Your Content without your explicit permission and credit to you.

Everything else, including the Workroom Platform itself, its design, and its underlying code, belongs to us. Using the Platform doesn't transfer any ownership of it to you. Trademarks and logos belong to their respective owners; the Workroom name, logo, and related marks are ours.

11. Rules of the Road

Using the Platform for anything other than what's described here isn't allowed. In particular, you agree not to:

• Upload content you don't have the rights to, that risks someone's privacy or security, or that amounts to spam, chain letters, pyramid schemes, or unauthorized advertising.

• Harass, stalk, impersonate, or abuse another user.

• Post anything false, defamatory, threatening, abusive, or that promotes violence, hatred, or illegal acts.

• Engage in fraud, or sell counterfeit or stolen goods.

• Infringe anyone's IP or other legal rights.

• Post obscene material or transmit pornography.

• Introduce viruses, malware, or anything designed to disrupt the Platform, or make repetitive requests designed to degrade it.

• Interfere with the Platform's servers or networks, or misrepresent your identity or affiliation.

• Solicit personal information from anyone under 18.

• Do anything that creates legal exposure for us, causes us to lose a vendor relationship, or forces us into violating the law.

• Hack, reverse-engineer, scrape, or data-mine the Platform, or bypass access restrictions (like masking your IP).
  
  

If someone violates this section, we can investigate, remove the content, suspend or terminate the account, and report it to law enforcement if warranted. We can also refuse or remove any content at our discretion, even without an obligation to do so.

12. Bad-Faith Conduct, Wasted Time, and False Statements

This is a new clause. It's written to give Workroom real teeth against bad-faith actors, drawn-out negotiations that never had genuine intent behind them, and people who misrepresent facts to gain leverage. Have counsel confirm the remedies (especially cost recovery) are enforceable in your jurisdiction and aren't so one-sided they invite a challenge.

We want the Platform, and our negotiations with anyone we work with, to be used in good faith. A user acts in bad faith under these Terms if they do any of the following:

• Knowingly provide false or materially misleading information about themselves, their business, their authority to sign an agreement, or their ability to pay or perform.

• Pursue a dispute, complaint, or negotiation they know (or reasonably should know) is without merit, primarily to waste our time, pressure us into an unwarranted concession, or damage our business.

• Engage in a negotiation, contract review, or dispute process without a genuine intent to reach or honor an agreement, including repeatedly reopening settled terms, missing self-imposed deadlines without explanation, or stringing out a process after indicating agreement in principle.

• Make representations during a negotiation or dispute that they know to be untrue in order to gain an advantage.

If we determine in good faith that a user has engaged in conduct described above, we may, in addition to any other remedy available to us under these Terms or by law:

• Suspend or terminate the account immediately, without a refund, under the Termination section.

• Decline to continue a negotiation, renewal, or contract discussion with that person or their business.

• Recover our reasonable costs directly attributable to the bad-faith conduct, including staff time at a documented hourly rate and reasonable legal fees, in addition to any fee-shifting available under the Disputes section.

This section doesn't limit anyone's right to raise a good-faith dispute, negotiate firmly, or disagree with us; it's aimed at conduct that's dishonest or undertaken without genuine intent to resolve things, not at hard bargaining.

13. Third-Party Content, Sites, and Payment Processing

You may run into content on or linked from the Platform that's inaccurate, offensive, or otherwise problematic. We generally don't review user-submitted content and aren't responsible for it or for other users' conduct. Third-party sites and apps linked from the Platform have their own terms and privacy practices; using them is at your own risk.

Payment processing is provided by Stripe under the Stripe Connected Account Agreement (stripe.com/us/connect-account/legal), which includes Stripe's Terms of Service. Using payment processing on the Platform means agreeing to Stripe's terms too, and you agree to give us accurate information about you and your business for this purpose and authorize us to share it with Stripe. Vendor payouts and certain other financial features on the Platform may be provided by one or more additional third-party financial services partners, which may change from time to time; we don't take custody of your funds and can't access them directly.

Kept the payments partner behind Stripe generic rather than naming it, per your preference not to disclose your full payments stack to competitors. Stripe stays named because Stripe Connect generally requires end users to be shown and agree to its Connected Account Agreement directly -- that's a Stripe-specific requirement, not a general legal one, so it doesn't extend to other processors.

13A. Security and Data Breaches

We maintain reasonable administrative, technical, and physical safeguards designed to protect your data against unauthorized access, use, or disclosure. If we confirm a security incident that compromises your data, we'll notify you without undue delay and within the timeframe required by Applicable Law, along with the information reasonably available to us about the incident and our response.

13B. AI Features

The Platform includes AI-assisted features (for example, automated reading of receipts and similar documents). These features are a convenience and may occasionally be inaccurate, incomplete, or outdated. You're responsible for reviewing anything an AI feature produces before relying on it for financial, legal, or business decisions. We don't use your content to train AI models for use outside your own account, except as described in our Privacy Policy.

14. Copyright (DMCA)

We respect copyright and comply with the DMCA. If you believe content on the Platform infringes your copyright, send a written notice to [email protected] including: your signature (physical or electronic), identification of the copyrighted work, identification and location of the allegedly infringing material, your contact information, a good-faith statement that the use isn't authorized, and a statement under penalty of perjury that you're authorized to act on the copyright owner's behalf.

We'll act on valid notices by removing or disabling access to the flagged material. The affected user can send a counter-notice with their signature, identification of the removed material and its prior location, a good-faith statement that removal was a mistake, and their contact information plus consent to jurisdiction.

15. Indemnification

You agree to cover us (and our affiliates, officers, directors, employees, and partners) for any claims, losses, damages, taxes, liabilities, and legal costs arising from your breach of these Terms or our other policies, or from your violation of the law or someone else's rights.

16. No Warranties

The Platform is provided “as is,” with no warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. We don't buy, sell, or represent any Pro or item on the Platform, and we're not liable for sales or attempted sales made through it. We don't promise the Platform will be uninterrupted, error-free, or bug-free, or that it will meet your specific needs.

17. Limits on Our Liability

To the extent the law allows, we're not liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, goodwill, use, or data, even if we've been told those losses are possible. This applies to claims about your use (or inability to use) the Platform, replacement goods or services, unauthorized access to or loss of your data, other users' conduct, or anything else related to the Platform.

Our total liability to you for any claim is capped at whatever you paid us in the past six months, or $100, whichever is greater. Some jurisdictions don't allow these kinds of limits, so some of this may not apply to you. If you're unhappy with the Platform or these Terms, your only remedy is to stop using it.

18. Dispute Resolution

This section has been restructured to fix a conflict in the prior draft, which named Wyoming as the governing law in one section and California as the governing law and arbitration venue in a separate section. It now consistently uses Wyoming as both governing law and the arbitration seat, per your direction, with virtual hearings as the default and added friction mechanisms (notice/cure period, mutual fee-shifting, and a shortened claims window). Please have counsel confirm enforceability, particularly the fee-shifting provision, in light of who your Clients typically are.

Governing law

These Terms are governed by the laws of the State of Wyoming and applicable U.S. federal law, without regard to conflict-of-law rules.

Required notice and cure period before any claim

Before either of us can start a lawsuit or arbitration, the party with a complaint must send the other a written demand describing the dispute and the resolution sought, to [email protected] (for claims against us) or the address on file (for claims against a user). Both sides then have 45 days from that notice to try to resolve the issue informally. Neither party may file for arbitration before that window closes, except that either party can still seek emergency injunctive relief right away to prevent irreparable harm (like IP infringement).

Agreement to arbitrate

Other than claims for injunctive or equitable relief to protect IP rights, any dispute arising from these Terms or your use of the Platform will be resolved by binding, individual arbitration, not in court, and not as a class action. You and we each waive the right to a jury trial and to participate in a class action against the other.

Rules, seat, and format

Arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules (and Consumer Rules where applicable), available at adr.org or 1-800-778-7879. The legal seat of arbitration is Cheyenne, Wyoming. Unless both parties agree otherwise in writing, any hearing will be conducted by videoconference rather than in person. Claims under $10,000 will be decided on written submissions alone unless the arbitrator determines a hearing is necessary.

Fees (mutual fee-shifting)

The arbitrator will require the losing party to reimburse the prevailing party's reasonable arbitration fees, administrative costs, and attorneys' fees, in addition to any relief awarded, unless doing so would be inconsistent with applicable law. Each party otherwise bears its own costs of participating.

Time limit to bring a claim

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

No class or consolidated claims

No arbitration may combine claims for more than one person or entity unless everyone involved agrees in writing. An arbitration award only binds the specific parties to it.

Confidentiality

Neither party will disclose the existence, content, or outcome of an arbitration except as required by law or with the other's written consent.

Changes to this section

If we change this Dispute Resolution section, the version in effect on the date a claim is filed will not apply retroactively to claims that existed before the change; we'll give at least 30 days' notice of any substantive change, and you can close your account within that window if you don't agree to it.

19. Termination

We can terminate these Terms in writing if you materially breach them; in that case, we don't owe you a refund, and you still owe us anything outstanding. We can also terminate for any other reason with 30 days' written notice, subject to the refund policy above if you have an active subscription.

You can terminate by not renewing your subscription, or with 60 days' notice if we materially breach these Terms and don't fix it within that window. If you don't have an active subscription, either of us can terminate any time with notice.

Once terminated, you have 30 days to export your data through the Platform or by requesting an export from us; after that window, we'll delete it. Sections covering payments, IP, indemnification, warranties, liability limits, and dispute resolution survive termination, and any amounts owed before termination are still owed after.

Added the 30-day export window; previously the Terms said access simply ends with no stated grace period to get your data out first. Also worth noting for consistency: Section 15 (Indemnification) here still only runs one direction (you indemnify us), unlike the mutual version we just added to the Master Subscription Agreement. That's common for a general Terms of Use covering all user types (Pros, Clients, Vendors), but since your primary commercial relationship with Pros is really governed by the MSA, this asymmetry here isn't necessarily a problem -- just flagging it so it's a deliberate choice rather than an oversight.

20. General

These Terms are the entire agreement between you and us about the Platform and replace any earlier agreements on the same subject. You can't assign these Terms without our written consent, but we can assign or delegate our obligations freely. If a court finds part of these Terms unenforceable, it should be narrowed just enough to make it enforceable while keeping its intent; if that's not possible, that part is removed and the rest stays in effect. The English-language version controls over any translation. Us not enforcing a breach once doesn't waive our right to enforce it later. There are no third-party beneficiaries to these Terms.

21. Notice for California Users

Under California Civil Code Section 1789.3, California users can contact the Complaint Assistance Unit of the Division of Consumer Services, California Department of Consumer Affairs, at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by phone at (916) 445-1254 or (800) 952-5210.

22. Questions

Reach us at [email protected] with questions, concerns, or to report a violation of these Terms.