# Terms of Use

Effective date: April 4, 2026

Welcome to OpenWork. Please read on to learn the rules and restrictions that govern your use of OpenWork's website, desktop application, cloud service, and hosted software offering (the "Services"). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at:

Email: [team@openworklabs.com](mailto:team@openworklabs.com)

These Terms of Use (the "Terms") are a binding contract between you and DIFFERENT AI, INC. (DBA as "OpenWork," "we" and "us"). Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services. These Terms include the provisions in this document as well as those in the [Privacy Policy](/privacy). Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions ("Additional Terms"), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms. For clarity, our open source software that is not provided to you on a hosted basis is subject to the open source license and terms set forth on the applicable repository where you access such open source software, and such license and terms will exclusively govern your use of such open source software.

Please read these Terms carefully. They cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms include information about future changes to these Terms, automatic renewals, limitations of liability, a class action waiver and resolution of disputes by arbitration instead of in court. **PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.**

**ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION IN THE STATE OF DELAWARE AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.**

## Definitions

When we use the following terms in these Terms, here is what we mean:

- **"AI Output"** means any code, content, text, suggestions, or other output generated by artificial intelligence models through the Services, whether such models are provided by us or by Third Party Model providers.
- **"Content"** means Input and Output collectively.
- **"Customer Data"** means any content, code, text, files, or other data that you input, upload, submit, or generate through the Services. Customer Data does not include Usage Data.
- **"Input"** means any content, instructions, prompts, code, or other data you provide to the Services.
- **"Output"** means any content generated by the Services based on your Input.
- **"Paid Services"** means any Services that are subject to fees, as described on the Site.
- **"Payment Processor"** means the third-party payment processor we use to bill you for the Paid Services.
- **"Personally Identifiable Information" or "PII"** means any information that identifies, relates to, describes, or could reasonably be linked to a specific individual.
- **"Services"** means the OpenWork website ([openworklabs.com](https://openworklabs.com)), desktop application, cloud service, and all related features, tools, and support services made available to you under these Terms.
- **"Site"** means [openworklabs.com](https://openworklabs.com) and any associated domains or subdomains we control.
- **"Third Party Models"** means third-party artificial intelligence models or related services that you can access through the Services.
- **"Usage Data"** means telemetry, logs, performance data, usage metrics, and other technical data generated by or in connection with your use of the Services. Usage Data does not include Customer Data or PII.

## What is OpenWork?

OpenWork is an AI-powered desktop application and related hosted services that let individuals and teams run, manage, and share agentic workflows using large language models. Certain of these large language models are provided by third parties ("Third Party Models"), and certain models or hosted runtime capabilities may be provided directly by us if you use a paid offering. Depending on how you use the Services, OpenWork may run locally on your device, connect to remote workers or servers, and enable you to access model functionality across your projects and connected tools.

## Will these Terms ever change?

We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We reserve the right to change the Terms at any time, but if we do, we will place a notice on our site located at [openworklabs.com](https://openworklabs.com), send you an email, and/or notify you by some other means.

If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

## What about my privacy?

OpenWork takes the privacy of its users very seriously. For the current OpenWork Privacy Policy, please [click here](/privacy).

## Eligibility

The Services are not intended for individuals under the age of eighteen (18). You may use the Services only if you are at least eighteen (18) years old or the age of majority in your jurisdiction, whichever is greater, and have the legal capacity to enter into a binding contract. We do not knowingly collect or solicit personally identifiable information from anyone under the age of eighteen (18). If we discover that we have collected personal data from an individual under this age without verifiable parental consent, we will promptly delete that information. If you believe we may have collected such data, please contact us at [team@openworklabs.com](mailto:team@openworklabs.com).

## What are the basics of using OpenWork?

You represent and warrant that you are at least eighteen (18) years old or the age of majority in your jurisdiction, whichever is greater, and have the legal capacity to form a binding contract. If you're agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization's or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity).

You will only use the Services for your own internal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren't authorized to use the Services. We can't and won't be responsible for your using the Services in a way that breaks the law.

## Are there restrictions in how I can use the Services?

You represent, warrant, and agree that you will not provide or contribute anything, including any Content, to the Services, or otherwise use or interact with the Services, in a manner that:

- infringes or violates the intellectual property rights or any other rights of anyone else (including OpenWork);
- violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by OpenWork;
- is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- automatically or programmatically extracts data or Output;
- represents that the Output was human-generated when it was not;
- uses Output to develop artificial intelligence models that compete with the Services or any Third Party Models;
- attempts, in any manner, to obtain the password, account, or other security information from any other user;
- violates the security of any computer network, or cracks any passwords or security encryption codes;
- runs Maillist, Listserv, any form of auto-responder or "spam" on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services' infrastructure);
- "crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
- copies or stores any significant portion of the Content; or
- decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.

A violation of any of the foregoing is grounds for termination of your right to use or access the Services.

### Export Controls and Sanctions

You may not use the Services if you are located in, or acting on behalf of a person or entity located in, a country or territory that is subject to U.S. government embargoes or sanctions, or if you are on any U.S. government list of restricted or prohibited parties. You represent and warrant that you are not subject to such restrictions and that your use of the Services will comply with all applicable export control laws, sanctions, and regulations.

## Who Owns the Services and Content?

### Our IP

We retain all right, title and interest in and to the Services. Except as expressly set forth herein, no rights to the Services or Third Party Models are granted to you.

### Your IP

You may provide input to the Services ("Input"), and receive output from the Services based on the Input ("Output"). Input and Output are collectively "Content." You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that you have all rights, licenses, and permissions needed to provide Input to our Services.

As between you and us, and to the extent permitted by applicable law, you (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to you all our right, title, and interest, if any, in and to Output.

Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users' output.

We use Content to provide our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe. We do not retain your Content after it has been processed.

If you use OpenWork with Third Party Models, then your Content will be subject to the data retention policies of the providers of such Third Party Models. We cannot and do not control the retention practices of Third Party Model providers. You should review the terms and conditions applicable to any Third Party Model for more information about the data use and retention policies applicable to such Third Party Models.

### Usage Data

We do not collect analytics or telemetry data during normal use of the Desktop App. The Cloud Service collects limited operational telemetry (such as service availability, error rates, and performance metrics) solely to monitor and maintain the reliability and security of the service. This operational telemetry does not contain Customer Data or Personally Identifiable Information. Diagnostic data submitted through voluntary bug reports is used exclusively to reproduce and resolve software issues and is deleted once the related issue is resolved.

## What about Third Party Models?

The Services enable you to access and use Third Party Models, which are not owned or controlled by OpenWork. Your ability to access Third Party Models is contingent on you having API keys or otherwise having the right to access such Third Party Models.

OpenWork has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of any providers of Third Party Models. We encourage you to read the terms and conditions and privacy policy of each provider of a Third Party Model that you choose to utilize. By using the Services, you release and hold us harmless from any and all liability arising from your use of any Third Party Model.

### AI Output Disclaimer

The Services use artificial intelligence models to generate code, content, and other AI Output. AI Output may contain errors, inaccuracies, security vulnerabilities, or other issues and should not be relied upon without independent review and testing. You are solely responsible for reviewing, validating, testing, and using any AI Output, whether it is generated through our own models or through Third Party Models you access via the Services. You assume full responsibility for your use of AI Output and agree not to rely on it for critical or high-risk functions — including medical, legal, financial, or safety-related purposes — without appropriate independent safeguards and human review. AI Output may be similar or identical to content generated for other users who submit similar prompts. We do not guarantee that AI Output will be unique, free of third-party intellectual property rights, accurate, complete, or suitable for any particular purpose.

### No Sensitive Data

You agree not to upload, input, or otherwise provide through the Services any protected health information subject to HIPAA, or any other sensitive categories of data such as financial account numbers, government-issued identification numbers, or biometric data. The Services are not designed or intended to process, store, or handle such data, and we disclaim all responsibility and liability if you choose to submit it.

## Will OpenWork ever change the Services?

We're always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services.

### Beta and Experimental Features

From time to time, we may make features available that are identified as beta, preview, or experimental. Such features may be incomplete, may change at any time, and may be discontinued without notice. They are provided "as is," without warranties of any kind, and may be subject to additional terms. We shall have no liability for any harm or damage arising out of or in connection with any beta or experimental feature.

## Do the Services cost anything?

The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Any and all such charges, fees or costs are your sole responsibility.

### Paid Services

Certain of our Services may be subject to payments now or in the future (the "Paid Services"). Please see our [pricing page](/pricing) for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms.

### Billing

We use a third-party payment processor (the "Payment Processor") to bill you through a payment account linked to your account on the Services (your "Billing Account") for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we use Polar Software, Inc. as our Payment Processor. You can access [Polar's Terms of Service](https://polar.sh/legal/master-services-terms) and their [Privacy Policy](https://polar.sh/legal/privacy-policy). We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your "Payment Method"). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.

### Payment Method

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

### Recurring Billing

Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. **WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. YOU MAY TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD AT ANY TIME THROUGH YOUR ACCOUNT SETTINGS. IF YOU ARE UNABLE TO TERMINATE YOUR SUBSCRIPTION THROUGH THE APPLICATION, YOU MAY CONTACT US AT [TEAM@OPENWORKLABS.COM](mailto:team@openworklabs.com) AND WE WILL PROCESS YOUR REQUEST. IF YOUR CANCELLATION REQUEST IS SUBMITTED AFTER THE CURRENT BILLING PERIOD HAS ALREADY BEEN CHARGED, ANY REFUND OR CREDIT SHALL BE GRANTED OR DENIED AT OUR SOLE DISCRETION.**

### Free Trials and Other Promotions

Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at [team@openworklabs.com](mailto:team@openworklabs.com).

### Feedback

If you provide us with any feedback, suggestions, ideas, bug reports, or other information relating to the Services or our business ("Feedback"), you agree that we may use, copy, modify, distribute, publish, or otherwise exploit that Feedback for any purpose, in any form, and through any medium, without restriction or compensation to you. You also agree that we have no obligation to keep Feedback confidential or to attribute it to you.

### Publicity Rights

If you are a business entity, you grant us a non-exclusive, worldwide, royalty-free license to use your name, logo, and trademarks ("Marks") to identify you as a customer on our website, in customer lists, pitch materials, investor presentations, and other marketing and promotional materials. You may revoke this license at any time by giving us written notice at [team@openworklabs.com](mailto:team@openworklabs.com). After we receive your notice, we will make commercially reasonable efforts to stop using your Marks in new materials, but we are not required to recall or destroy materials already in use. You represent and warrant that you have all necessary rights to grant this license and that our use of your Marks as permitted here will not infringe or misappropriate any third-party rights.

## What if I want to stop using the Services?

You're free to do that at any time; please refer to our [Privacy Policy](/privacy), as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.

OpenWork is also free to terminate (or suspend access to) your use of the Services for any reason in our discretion, including your breach of these Terms. OpenWork has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.

## What else do I need to know?

### Warranty Disclaimer

OpenWork and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (OpenWork and all such parties together, the "OpenWork Parties") make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the OpenWork Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The OpenWork Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. **THE SERVICES AND CONTENT ARE PROVIDED BY OPENWORK (AND ITS LICENSORS AND SUPPLIERS) ON AN "AS-IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.**

### Limitation of Liability

**TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE OPENWORK PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO OPENWORK IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.**

### Indemnity

You agree to indemnify and hold the OpenWork Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys' fees) arising from or in any way related to any claims relating to (a) your use of the Services, and (b) your violation of these Terms. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

### Assignment

You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without OpenWork's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

### Choice of Law

These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.

## Arbitration Agreement

Please read the following **ARBITRATION AGREEMENT** carefully because it requires you to arbitrate certain disputes and claims with OpenWork and limits the manner in which you can seek relief from OpenWork. Both you and OpenWork acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, OpenWork's officers, directors, employees and independent contractors ("Personnel") are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

### Arbitration Rules; Applicability of Arbitration Agreement

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in New Castle County, Delaware. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

### Costs of Arbitration

Each party shall bear its own arbitration fees and costs as determined by the Rules, unless the arbitrator allocates fees differently in accordance with applicable law. OpenWork will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

### Small Claims Court; Infringement

Either you or OpenWork may assert claims, if they qualify, in small claims court in New Castle County, Delaware or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

### Waiver of Jury Trial

**YOU AND OPENWORK WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.** You and OpenWork are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and OpenWork over whether to vacate or enforce an arbitration award, **YOU AND OPENWORK WAIVE ALL RIGHTS TO A JURY TRIAL**, and elect instead to have the dispute be resolved by a judge.

### Waiver of Class or Consolidated Actions

**ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.** If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor OpenWork is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.

### Opt-out

You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 28 Geary St STE 650 Suite #188, San Francisco, California 94108, United States postmarked within thirty (30) days of first accepting these Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Terms' arbitration agreement.

### Exclusive Venue

If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or OpenWork to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and OpenWork agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, New Castle County, Delaware, or the federal district in which that county falls.

### Severability

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with OpenWork.

## Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that OpenWork may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. You and OpenWork agree that these Terms are the complete and exclusive statement of the mutual understanding between you and OpenWork, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of OpenWork, and you do not have any authority of any kind to bind OpenWork in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and OpenWork agree there are no third-party beneficiaries intended under these Terms.

## Severability

If any provision of these Terms is found by a court of competent jurisdiction or arbitrator to be unlawful, void, or unenforceable for any reason, that provision shall be enforced to the maximum extent permissible so as to give effect to its intent, or if that is not possible, shall be deemed severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of any other provision of these Terms, and the remaining provisions shall continue in full force and effect. No waiver, amendment, or modification of any provision shall be deemed a waiver, amendment, or modification of any other provision.

## Entire Agreement

These Terms, together with the [Privacy Policy](/privacy) and any applicable Additional Terms, constitute the entire agreement between you and OpenWork regarding the Services and supersede all prior or contemporaneous agreements, communications, and understandings (whether written or oral) relating to the Services. In the event of a conflict between these Terms and the Privacy Policy, these Terms shall control except with respect to matters of data privacy and data protection, for which the Privacy Policy shall control.
