Terms & Conditions of Service
Last modified: July 8, 2026
These Terms & Conditions of Service (“Terms”) govern access to and use of the websites, desktop and web applications, and related services provided by WorkComposer Inc (“WorkComposer”, “we”, “us”, or “our”) (collectively, the “Services”). Please read these Terms carefully. By registering for, accessing, or using the Services, you agree to these Terms. If you do not agree, do not use the Services.
Defined terms. “Customer” (or “you”) means the business or organization that registers for the Services. “Authorized Users” means individuals the Customer permits to administer or access its account (for example, admins and managers). “Monitored Users” means the individuals whose work activity is tracked through the Services (typically the Customer's employees or contractors). “Personal Data”, “Controller”, “Processor”, and “Subprocessor” have the meanings given in our Privacy Policy and Data Processing Agreement. “Services” is defined above.
1. Eligibility and Registration
1.1 The Services are offered solely for business and organizational use and are available only to businesses and to the individuals they authorize, who must be at least 18 years old and legally able to enter into a binding contract. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and “Customer” and “you” refer to that organization. See Section 7.2 regarding the business-only nature of this offering.
1.2 You must provide true, accurate, current, and complete registration information and keep it up to date. You are responsible for maintaining the confidentiality of your credentials and for all activity under your account. Notify us promptly of any known or suspected unauthorized use at support@workcomposer.com. We may suspend or terminate an account whose information is untrue, inaccurate, or used unlawfully, or where fees are unpaid.
2. The Services and Availability
2.1 Subject to these Terms and payment of applicable fees, we grant the Customer and its Authorized Users a revocable, non-exclusive, non-transferable, worldwide, limited right to access and use the Services during the subscription term.
2.2 Availability. We aim to make the Services available 24 hours a day, 7 days a week, but we do not warrant uninterrupted or error-free operation. The Services may be unavailable during scheduled maintenance (including diagnostics, upgrades, and reconfiguration) or due to events outside our reasonable control (including hardware failures and network or internet interruptions).
2.3 Changes to the Services and Terms. We may modify the Services and update these Terms from time to time. We will post the updated Terms with a revised “Last updated” date and, where the changes are material, provide reasonable additional notice. Changes are effective on posting (or on the stated effective date). Your continued use after an update constitutes acceptance.
3. Monitoring — Customer Obligations and Representations
This Section is fundamental to the Services and to how legal responsibility is allocated. Read it carefully.
3.1 Nature of the Services. The Services enable the Customer to track time and monitor the work activity of its Monitored Users, which may include capturing screenshots, application and website activity, keyboard/mouse activity levels, and tracked time, and — where the Customer chooses to enable it — operating in a Silent / Silent-Extended (covert) posture in which visible tracking controls are suppressed on the Monitored User's device.
3.2 Roles. With respect to Monitoring Data, the Customer is the Controller and WorkComposer is the Processor, acting only on the Customer's documented instructions as set out in the Data Processing Agreement.
- (a) it has a valid legal basis under all applicable laws to monitor each Monitored User in the manner it configures (including any covert monitoring), and to collect, process, and store the resulting Monitoring Data;
- (b) it has provided all notices and obtained all consents, authorizations, and approvals required by applicable law before enabling monitoring — including, where applicable, employee/worker notice and consent requirements, works-council or employee-representative consultation or agreement (for example in Germany, France, and other jurisdictions), and U.S. federal and state electronic-monitoring notice laws (for example New York, Connecticut, and Delaware) and wiretap/eavesdropping laws (for example the Electronic Communications Privacy Act);
- (c) it will use the Services only for legitimate business purposes and in compliance with all applicable laws, including employment, privacy, and data-protection laws; and
- (d) it will not use the Services to monitor individuals in any personal, domestic, or other context outside a lawful employment or contractor relationship, or in any manner that is unlawful, harassing, or abusive.
3.4 WorkComposer's position. WorkComposer provides the technical Services and configurable notice surfaces (including a desktop “About” screen that remains reachable to Monitored Users) but does not determine, and is not responsible for determining, the Customer's legal basis for monitoring or the adequacy of the Customer's notices. Those are the Customer's sole responsibility as Controller.
3.5 Monitoring indemnity. The Customer will defend, indemnify, and hold harmless WorkComposer and its officers, employees, and agents from and against any third-party claim, proceeding, fine, loss, liability, damage, cost, or expense (including reasonable legal fees) arising out of or relating to (i) the Customer's monitoring of Monitored Users, (ii) the Customer's failure to establish a lawful basis or to provide required notices or obtain required consents, or (iii) any other breach by the Customer of Section 3. This indemnity is in addition to any other indemnity in these Terms.
4. Acceptable Use
The Customer and its Authorized Users must comply with our Acceptable Use Policy, which is incorporated into these Terms. Prohibited conduct includes unlawful use, unlawful monitoring, attempts to reverse-engineer or circumvent the Services, and abuse of the Services or other users. We may suspend access for violations as described in the Acceptable Use Policy.
5. Authorized Users and Account Responsibility
5.1 The Customer is solely responsible for its Authorized Users' and Monitored Users' access to and use of the Services, for configuring the Services, and for ensuring that its Authorized Users comply with these Terms.
5.2 The Customer must take commercially reasonable steps to protect credentials and prevent unauthorized use, and must notify us promptly of any suspected compromise. We may rely on instructions received through valid credentials. Except to the extent caused by our own act or omission, the Customer is responsible for activity conducted through its credentials.
6. Fees and Payment
6.1 Fees. Fees are charged per the Customer's selected plan, generally on a per-user, per-month basis (billed monthly or annually), as shown on our website and in the account's billing section, in US Dollars. By providing a payment method, the Customer authorizes us to charge all applicable fees, including recurring and any overage fees, until the account is terminated.
6.2 Billing cycle. Recurring fees are billed in advance for each billing period. Overage fees, if any, are charged at the end of the applicable period. If an automatic payment fails, we may issue an invoice for manual payment within the stated deadline, and access may be suspended until payment is received.
6.3 Taxes. Fees are exclusive of taxes, levies, and duties, except as required by mandatory law. The Customer is responsible for all such amounts, other than taxes on WorkComposer's net income.
6.4 Upgrades/downgrades. On an upgrade or downgrade, the new rate applies from the next billing cycle. Downgrading or deleting the Services may cause loss of account content, features, or capacity, and WorkComposer is not liable for such loss.
7. Refunds
7.1 Except as required by mandatory law, all fees are non-refundable, and there are no refunds or credits for partial-period usage, for unused service, or on upgrade, downgrade, or account closure.
7.2 Business-use-only offering. The Services are offered solely for business and organizational use and are not directed to, or offered to, consumers acting for personal, family, or household purposes. By registering, the Customer represents that it is acquiring the Services for business purposes. Because the Services are not offered to consumers, statutory consumer-withdrawal rights (such as the EU/EEA 14-day right of withdrawal for consumer contracts) are not applicable. The account-creation flow reflects this business-only positioning.
8. Intellectual Property
8.1 Our IP. WorkComposer and its licensors own all right, title, and interest in and to the Services, including all software, technology, documentation, and know-how. No rights are granted except the limited license expressly stated in Section 2. You may not copy, modify, translate, create derivative works of, disassemble, decompile, or reverse-engineer the Services, except to the extent that restriction is prohibited by applicable law.
8.2 Customer Data. As between the parties, the Customer owns all data it and its users submit to or generate within the Services (“Customer Data”, which includes Monitoring Data). The Customer grants WorkComposer a limited, worldwide, royalty-free license to host, copy, process, transmit, and display Customer Data solely to provide and maintain the Services and as instructed under the DPA, and as otherwise permitted by these Terms and the Privacy Policy. The Customer represents that it has all rights necessary to provide Customer Data and to grant this license.
8.3 Feedback. If you give us feedback or suggestions, we may use them without restriction or obligation to you.
9. Confidentiality
9.1 “Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or should reasonably be understood to be confidential, including the terms of any order form and each party's technical and business information. Confidential Information does not include information that is or becomes public without breach, was rightfully known or received without confidentiality obligation, or is independently developed.
9.2 Each party will use the other's Confidential Information only as permitted by these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisors who need it and are bound by confidentiality. A party may disclose Confidential Information if required by law, provided it gives reasonable prior notice where legally permitted.
10. Data Protection
Our processing of Personal Data is described in our Privacy Policy. Where WorkComposer processes Personal Data on the Customer's behalf, the Data Processing Agreement applies and, in case of conflict on data-protection matters, controls over these Terms.
11. Warranties and Disclaimers
11.1 Mutual authority. Each party warrants that it has the authority to enter into these Terms.
11.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND WORKCOMPOSER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. Some jurisdictions do not allow certain disclaimers, so some of the above may not apply to you.
12. Limitation of Liability
12.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, DATA, OR GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.
12.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY THE CUSTOMER TO WORKCOMPOSER FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
12.3 The limitations in this Section do not apply to: (a) the Customer's payment obligations; (b) the Customer's indemnification obligations (including the monitoring indemnity in Section 3.5); (c) either party's liability for its own gross negligence, willful misconduct, or fraud; or (d) any liability that cannot be limited or excluded under applicable law.
13. Term and Termination
13.1 Term. These Terms apply for as long as the Customer uses the Services or has an active subscription.
13.2 Termination by the Customer. The Customer may terminate by cancelling its subscription and/or deleting its account. Non-refundability in Section 7 continues to apply.
13.3 Termination or suspension by us. We may suspend or terminate access (a) for material breach of these Terms (including the Acceptable Use Policy or Section 3), (b) for non-payment, (c) where required by law, or (d) if continued provision poses a security or legal risk. Except for suspensions to address an active risk, we will use reasonable efforts to give notice.
- (a) Voluntary account deletion. When an Owner-role user confirms an account-deletion request, the Customer organization's data is purged promptly, through our self-service account-deletion process. Deletion is irreversible; access is lost immediately.
- (b) Monitoring Data lifecycle. Monitoring Data (screenshots, activity levels, application/URL records, and tracking data) is automatically and permanently deleted one (1) year after collection, or on account deletion, whichever occurs first.
- (c) Non-payment / abandonment. An account whose invoices remain unpaid for more than approximately two (2) months may be deleted. Before any such deletion, we will give at least fourteen (14) days' advance warning notice to the account's registered email address.
13.5 Survival. Sections that by their nature should survive termination will survive, including Sections 3.5 (indemnity), 6 (accrued fees), 7 (refunds), 8 (IP), 9 (confidentiality), 11 (disclaimers), 12 (liability), 14 (governing law/disputes), and 15 (general).
14. Governing Law and Dispute Resolution
14.1 Governing law. These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules, and, where applicable, the U.S. Federal Arbitration Act. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
14.2 Venue. Any dispute arising out of or relating to these Terms or the Services will be resolved in the state or federal courts located in the State of Delaware, and the parties consent to the personal jurisdiction and venue of those courts.
14.3 Injunctive relief. Nothing in this Section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its intellectual property or Confidential Information.
14.4 Mandatory-law carve-out. Nothing in this Section deprives a Customer or user of the protection of mandatory consumer or data-protection laws of their country of residence where those laws apply and cannot be waived by contract.
15. General
15.1 Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any other attempted assignment is void.
15.2 Independent contractors. The parties are independent contractors; nothing creates a partnership, agency, or employment relationship.
15.3 Severability. If any provision is held unenforceable, it will be limited or severed to the minimum extent necessary, and the remaining provisions remain in effect.
15.4 Waiver. No failure or delay in exercising a right is a waiver of it.
15.5 Entire agreement. These Terms, together with the Privacy Policy, Cookie Policy, Acceptable Use Policy, and (where applicable) the DPA and any order form, are the entire agreement between the parties and supersede all prior agreements on the subject matter. In case of conflict, an executed order form controls over these Terms, and the DPA controls over both on data-protection matters.
15.6 Notices. Notices to WorkComposer must be sent in writing to support@workcomposer.com. We may give notice to the Customer via email to the account's registered address or by posting in the Services.
Data Processing Agreement
Where WorkComposer processes Personal Data on the Customer's behalf, a separate Data Processing Agreement satisfying GDPR Article 28 applies and is incorporated by reference. Customers may review the current DPA online, obtain it at privacy@workcomposer.com, or access it through their account.
16. Contact
WorkComposer Inc (a Delaware corporation; registered office 651 N Broad St, Suite 206, Middletown, DE 19709), mailing address 9450 SW Gemini Dr, PMB 94875, Beaverton, OR 97008-7105, United States — support@workcomposer.com