Terms of Service - Plainwork

These Terms of Service (“Agreement”) govern your access to and use of Plainwork, a cloud-based note-taking and knowledge management service operated by Sidefort Inc. (“Plainwork”, “Provider”, “we”, or “us”). By creating an account or using the service, you (“Customer”, “you”) agree to be bound by this Agreement.

1. Service

1.1 Access and Use

During your Subscription Period and subject to the terms of this Agreement, you may access and use the Plainwork cloud service and copy and use the included software and documentation only as needed to access and use the service, in each case for your internal business or personal purposes.

1.2 Support

During your Subscription Period, Plainwork will provide technical support as described in your plan.

1.3 User Accounts

You are responsible for all actions on your users’ accounts and for all users’ compliance with this Agreement. You and your users must protect the confidentiality of passwords and login credentials. You will promptly notify Plainwork if you suspect or know of any fraudulent activity with your accounts, passwords, or credentials, or if they become compromised.

1.4 Feedback and Usage Data

You may, but are not required to, give Plainwork feedback, in which case you give feedback “AS IS”. Plainwork may use all feedback freely without any restriction or obligation. In addition, Plainwork may collect and analyze usage data, and may freely use usage data to maintain, improve, enhance, and promote its products and services without restriction or obligation. However, Plainwork may only disclose usage data to others if the usage data is aggregated and does not identify you or your users.

1.5 Customer Content

Plainwork may copy, display, modify, and use your content only as needed to provide and maintain the product and related offerings. You are responsible for the accuracy and content of your content.

1.6 AI Services

Plainwork may include artificial intelligence or machine learning features as part of the product (“AI Services”). You may use AI Services by providing Input. The AI Services may generate Output in response to Input. Plainwork may copy, display, modify, distribute, and use Input to the extent necessary to provide the AI Services. You authorize Plainwork to process Input for all such purposes.

1.7 Model Training

Plainwork will not use your Input, Output, or Customer Content to train any AI or machine-learning model. Plainwork may use Input, Output, and usage data to provide, maintain, develop, and improve the AI Services through non-training means (such as monitoring performance, debugging, and improving service reliability), but such usage will not constitute training of any model.

1.8 Non-AI Data Use

Usage data may be used in aggregated and de-identified form to improve Plainwork’s products and services. Nothing in Sections 1.6–1.8 reduces or limits Plainwork’s obligations regarding personal data under applicable data protection laws.

2. Restrictions & Obligations

2.1 Restrictions on Customer

Except as expressly permitted by this Agreement, you will not (and will not allow anyone else to): (a) reverse engineer, decompile, or attempt to discover any source code or underlying algorithms of the product (except to the extent applicable laws prohibit this restriction); (b) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the product; (c) remove any proprietary notices or labels; (d) copy, modify, or create derivative works of the product; (e) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the product; (f) access accounts, information, data, or portions of the product to which you do not have explicit authorization; (g) use the product to develop a competing service or product; (h) use the product with any high risk activities or with any activity prohibited by applicable laws; (i) use the product to obtain unauthorized access to anyone else’s networks or equipment; or (j) upload, submit, or otherwise make available to the product any content to which you and your users do not have the proper rights. In addition, you will not (and will not allow anyone else to): (k) use the AI Services for decision-making in a regulated industry or capacity without proper human oversight and review in compliance with applicable laws and applicable professional ethics, guidelines, and rules; (l) use the AI Services to violate, misappropriate, or otherwise infringe the intellectual property or other proprietary rights of others; or (m) falsely state that Output was created by a human.

2.2 Suspension

If you (a) have an outstanding, undisputed balance on your account for more than 30 days; (b) breach Section 2.1; or (c) use the product in violation of the Agreement or in a way that materially and negatively impacts the product or others, then Plainwork may temporarily suspend your access to the product with or without notice. However, Plainwork will try to inform you before suspending your account when practical. Plainwork will reinstate your access to the product only if you resolve the underlying issue.

3. Privacy & Security

3.1 Personal Data

Before submitting personal data governed by GDPR, you must enter into a data processing agreement with Plainwork. If the parties have a DPA, each party will comply with its obligations in the DPA, the terms of the DPA will control each party’s rights and obligations as to personal data, and the terms of the DPA will control in the event of any conflict with this Agreement. See our Data Processing Agreement.

3.2 Prohibited Data

You will not (and will not allow anyone else to) submit prohibited data to the product unless authorized in writing. Prohibited data includes: (a) patient, medical, or other protected health information regulated by HIPAA; (b) credit, debit, bank account, or other financial account numbers; (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) special categories of data as defined in the GDPR; and (e) other similar categories of sensitive information as set forth in applicable data protection laws.

4. Payment & Taxes

4.1 Fees

All fees are in U.S. Dollars and are exclusive of taxes. Except for the prorated refund of prepaid fees allowed with specific termination rights given in the Agreement, fees are non-refundable.

4.2 Invoicing

Plainwork will send invoices for usage-based fees in arrears and for all other fees in advance, according to the payment process described in your plan.

4.3 Automatic Payment

For automatic payment, Plainwork will automatically charge the payment method on file for fees according to the payment process and you authorize all such charges. Plainwork will make a copy of your bills or transaction history available to you.

4.4 Taxes

You are responsible for all duties, taxes, and levies that apply to fees, including sales, use, VAT, GST, or withholding, that Plainwork itemizes and includes in an invoice. However, you are not responsible for Plainwork’s income taxes.

4.5 Payment Disputes

If you have a good-faith disagreement about the fees charged or invoiced, you must notify Plainwork about the dispute before payment is due, or within 30 days of an automatic payment, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days.

5. Term & Termination

5.1 Subscription

The Agreement will start on your sign-up date, continue through the Subscription Period, and automatically renew for additional Subscription Periods unless one party gives notice of non-renewal before the renewal date.

5.2 Termination

Either party may terminate the Agreement immediately: (a) if the other party fails to cure a material breach following 30 days notice; or (b) upon notice if the other party dissolves, stops conducting business without a successor, makes an assignment for the benefit of creditors, or becomes the debtor in insolvency, receivership, or bankruptcy proceedings that continue for more than 60 days.

5.3 Force Majeure

Either party may terminate an affected subscription upon notice if a force majeure event prevents the product from materially operating for 30 or more consecutive days. Plainwork will pay to you a prorated refund of any prepaid fees for the remainder of the subscription period.

5.4 Effect of Termination

Upon any expiration or termination: (a) you will no longer have any right to use the product; (b) upon your request, Plainwork will delete your content within 60 days; (c) each party will return or destroy the other’s confidential information; and (d) Plainwork will submit a final bill for all outstanding fees accrued before termination.

6. Representations & Warranties

6.1 Mutual

Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the applicable laws of the jurisdiction of its origin; and (c) it will comply with all applicable laws in performing its obligations or exercising its rights in this Agreement.

6.2 From Customer

You represent and warrant that you, all users, and anyone submitting content or Input each have and will continue to have all rights necessary to submit or make available content and Input to the product and to allow the use of content and Input as described in the Agreement.

6.3 From Provider

Plainwork represents and warrants to you that it will not materially reduce the general functionality of the cloud service during the Subscription Period.

6.4 Provider Warranty Remedy

If Plainwork breaches the warranty in Section 6.3, you must give Plainwork notice (with enough detail to understand or replicate the issue) within 45 days of discovering the issue. Within 45 days of receiving sufficient details, Plainwork will attempt to restore the general functionality. If Plainwork cannot resolve the issue, you may terminate the affected subscription and Plainwork will pay to you a prorated refund of prepaid fees for the remainder of the Subscription Period.

7. Disclaimer of Warranties

7.1 General Disclaimer

Plainwork makes no guarantees that the product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. Except for the warranties in Section 6, Plainwork and you each disclaim all other warranties and conditions, whether express or implied, including the implied warranties and conditions of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by applicable laws.

7.2 Nature of AI

Due to the nature of artificial intelligence and machine learning, information generated by the AI Services may be incorrect or inaccurate. The AI Services are not human and are not a substitute for human oversight. Output generated by the AI Services may not be protectable as intellectual property.

7.3 Similarity of Output

Output may resemble or be duplicative of data, information, and materials created by the AI Services for others. Plainwork does not provide any representation or warranty that Output (a) does not and will not incorporate or reflect the data, information, prompts, or materials of others, (b) will not violate, misappropriate, or otherwise infringe upon the intellectual property or other proprietary rights of another person or entity, or (c) will not be reproduced in the same or similar way for another user of the AI Services.

8. Limitation of Liability

8.1 Liability Caps

Each party’s total cumulative liability for all claims arising out of or relating to this Agreement will not be more than the total amount of fees paid or payable by you in the 12-month period immediately preceding the event giving rise to the claim.

8.2 Damages Waiver

Under no circumstances will either party be liable to the other for lost profits or revenues (whether direct or indirect), or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the party is informed of the possibility of this type of damage in advance.

8.3 Applicability

The limitations and waivers contained in Sections 8.1 and 8.2 apply to all liability, whether in tort (including negligence), contract, breach of statutory duty, or otherwise.

9. Indemnification

9.1 Protection by Provider

Plainwork will indemnify, defend, and hold harmless you from and against all claims alleging that the product, as provided by Plainwork and used by you in compliance with this Agreement, infringes or misappropriates a third party’s intellectual property rights.

9.2 Protection by Customer

You will indemnify, defend, and hold harmless Plainwork from and against all claims arising from your content, your breach of this Agreement, or your violation of applicable laws.

9.3 Procedure

The indemnifying party’s obligations are contingent upon the protected party: (a) promptly notifying the indemnifying party of each claim; (b) providing reasonable assistance at the indemnifying party’s expense; and (c) giving the indemnifying party sole control over the defense and settlement.

10. Confidentiality

10.1 Non-Use and Non-Disclosure

Except as otherwise authorized in the Agreement or as needed to fulfill its obligations, each party will not use or disclose the other party’s confidential information and will protect it using at least the same protections it uses for its own similar information but no less than a reasonable standard of care.

10.2 Exclusions

Confidential information does not include information that: (a) was known without any obligation of confidentiality before disclosure; (b) is or becomes publicly known through no fault of the recipient; (c) is received under no obligation of confidentiality from an authorized source; or (d) was independently developed without use of or reference to the discloser’s confidential information.

11. Reservation of Rights

Plainwork retains all right, title, and interest in and to the product, including the AI Services and underlying models. You retain all right, title, and interest in and to your content and all Input. You own all Output. To the extent permitted by applicable laws, Plainwork hereby assigns to you all right, title, and interest — if any — in and to Output.

12. General Terms

12.1 Entire Agreement

This Agreement is the only agreement between the parties about its subject and supersedes all prior or contemporaneous statements about its subject.

12.2 Modifications

We may update these terms. Material changes will be announced by email or in-product notice at least 14 days before taking effect. Continued use after the effective date constitutes acceptance.

12.3 Governing Law

The laws of the State of Delaware, USA, will govern all interpretations and disputes about this Agreement, without regard to its conflict of laws provisions.

12.4 Assignment

Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets.

12.5 Independent Contractors

The parties are independent contractors, not agents, partners, or joint venturers.

12.6 Force Majeure

Neither party will be liable for a delay or failure to perform its obligations of this Agreement if caused by a force majeure event. However, this section does not excuse your obligations to pay fees.

12.7 Export Controls

You may not remove or export from the United States or allow the export or re-export of the product or any related technology or materials in violation of any restrictions, laws, or regulations of the United States Department of Commerce, OFAC, or any other United States or foreign agency or authority.

13. Definitions

“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than 50% of the voting stock or other ownership interest.
“AI Services” means the artificial intelligence or machine learning components of the product, including the AI System and underlying Model(s).
“AI System” means the artificial intelligence or machine learning application, program, and services layers of the AI Services, excluding the underlying Models.
“Applicable Laws” means the laws, rules, regulations, court orders, and other binding requirements of a relevant government authority that apply to or govern a party.
“Cloud Service” means the Plainwork cloud-based note-taking and knowledge management service.
“Confidential Information” means information in any form disclosed by or on behalf of a party that is identified as confidential or proprietary, or should be reasonably understood as such due to its nature and the circumstances of its disclosure.
“Customer Content” means data, information, or materials submitted by or on behalf of you or your users to the product, excluding feedback and Input.
“Force Majeure Event”means an unforeseen event outside a party’s reasonable control, such as natural disasters, war, pandemic, riot, act of terrorism, or public utility or internet failure.
“GDPR”means European Union Regulation 2016/679 as implemented by local law in the relevant EU member state, and by the United Kingdom’s European Union (Withdrawal) Act of 2018.
“Input” means the data, information, prompts, or materials submitted by or on behalf of you or your users to the AI Services, excluding feedback.
“Model” means a large language, machine learning, or artificial intelligence model.
“Output” means the data, information, or materials created by the AI Services in response to Input.
“Personal Data” will have the meaning(s) set forth in the applicable data protection laws for personal information, personal data, or other similar term.
“Product” means the Cloud Service, AI Services, software, and documentation.
“Train” or “Training” means the use of data, information, or materials to create or improve a Model.
“Usage Data”means data and information about the provision, use, and performance of the product based on your or your users’ use of the product.
“User” means any individual who uses the product on your behalf or through your account.

Contact

Questions about these terms? Email legal@plainwork.app.