Last updated: November 4, 2026
This Master Subscription Agreement ("Agreement") is between Workforce Technologies Inc., doing business as OnTask.AI ("OnTask.AI"), and the organization accepting this Agreement ("Customer"). It becomes effective when Customer accepts it through a signed Order Form or affirmative electronic acceptance presented with this Agreement (the "Effective Date"). The accepting representative must have authority to bind Customer. Merely visiting this page or submitting a lead or demo request does not constitute acceptance or authorize monitoring.
Contents
1. Definitions
1.1. Affiliate. "Affiliate" means an entity controlling, controlled by, or under common control with a party, where control means ownership or control of more than 50% of the voting interests.
1.2. Customer Data. "Customer Data" means information submitted, collected or generated through the Service by or on behalf of Customer, including screen and webcam recordings, screenshots, webcam snapshots, face-reference photos, face-verification results, worker notice and written-release records, transient face embeddings processed as described in Section 2.8, OCR text, activity records, customer-specific AI classifications, summaries or stories, timesheets, violations, prompts, responses and searchable embeddings. It excludes the underlying Service technology and Statistical Data meeting Section 5.4. "Customer Personal Data" means personal data or personal information contained in Customer Data.
1.3. Documentation. "Documentation" means OnTask.AI's applicable user guides and technical instructions made available with the Service. Documentation may be updated to reflect the Service, but cannot amend this Agreement or materially reduce contracted functionality during a paid subscription term.
1.4. Non-OnTask.AI Application. "Non-OnTask.AI Application" means a separate application or integration independently selected or supplied by Customer. Infrastructure, models and subprocessors selected by OnTask.AI to deliver the contracted Service are not excluded from the Service merely because a third party supplies them.
1.5. Order Form. "Order Form" means an ordering document or electronic order accepted by Customer and OnTask.AI that identifies the subscribed Service, subscription dates, Fees and any additional commercial terms. An authorized reseller order may constitute an Order Form only where it expressly identifies the applicable contracting and payment arrangements and incorporates this Agreement. A statement of work accepted by both parties may also constitute an Order Form.
1.6. Service. "Service" means the OnTask.AI products and related services identified in an Order Form, including any agreed trial. Depending on the subscribed functionality, the Service captures screen video and periodic screenshots and performs OCR and AI analysis to generate activity classifications, stories, timesheets, violations and searchable embeddings for AI chat or search. Depending on the subscribed functionality and Customer settings, it also provides optional webcam recording and one-to-one face verification, marketed as "facial recognition," subject to Section 2.8. Face verification computes face embeddings in memory for comparison without persisting the embeddings or face scans. The Service does not provide audio recording, keystroke logging or emotion-recognition functionality. Captured content may contain personal or sensitive information.
1.7. Support Services. "Support Services" means the support described in Section 3.8 and any additional support expressly purchased in an Order Form.
1.8. Term. "Term" means the duration described in Section 11.1; a particular subscription's initial and renewal periods are its subscription terms.
1.9. Users. "Users" means individuals Customer authorizes to access the Service or whose work activity Customer authorizes the Service to monitor, including its workers and authorized administrators. A monitored individual's inclusion as a User does not establish consent, authority to bind Customer or acceptance of this Agreement.
2. Services and Customer Responsibilities
2.1. Access and Provision. OnTask.AI will provide the Service during the applicable subscription term and grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to permit its Users to use the Service for Customer's internal business purposes in accordance with this Agreement, the Order Form and Documentation. Authorized partner administration under Section 2.6 is permitted. Purchases are not contingent on future features or statements about future functionality unless expressly committed in an Order Form.
2.2. Lawful Monitoring. Customer determines the workers, devices, purposes and settings for monitoring and is responsible for establishing a lawful basis and scope for collection and use of Customer Data. Before monitoring, Customer must provide accurate notices describing the applicable screen capture, screenshots, webcam recording, face verification, OCR, AI analysis, recipients, purposes and retention, and obtain acknowledgments, permissions or consents where required. Where Customer uses the desktop application, those notices must also cover that the application can start when the user signs in to the device and, where Customer configures it, record automatically or in the background, including while minimized to the system tray. Customer must set and communicate lawful limits on recording outside working hours and on personal devices, personal accounts and nonwork activity. Webcam recording and face verification are also subject to Section 2.8. Customer must satisfy applicable labor, collective consultation, workplace privacy and communications laws, including applicable requirements under New York Civil Rights Law §52-c and Connecticut and Delaware employee-monitoring laws. Their requirements are not identical. Customer must also address applicable federal and state wiretap and electronic-communications laws, including communications involving people who are not Users. Acceptance of this Agreement and OnTask.AI's Privacy Policy are not worker consent. In employment contexts, consent is not automatically an appropriate GDPR or UK GDPR legal basis.
2.3. Minimization and Restricted Uses. Customer must limit monitoring to necessary, proportionate and lawful business purposes and use available settings to reduce capture of personal, privileged, confidential and sensitive content. Customer must not conduct unlawful or covert monitoring, capture activity outside its lawful authority, or use the Service to circumvent applicable privacy protections. Customer must not deploy the Service to monitor children under 13. Except through the optional face-verification feature in accordance with Section 2.8, Customer must not use captured content or outputs to create biometric identifiers or templates for identification. Customer must not infer emotions from biometric data or conduct prohibited sensitive biometric categorization or social scoring. A use requiring a business associate agreement or other specialized compliance arrangement is prohibited unless OnTask.AI separately agrees in writing to an appropriate compliant arrangement. Customer must not assume that exclusions, recording indicators, pause controls or other safeguards exist unless identified in the applicable Documentation. OnTask.AI's own legal obligations are not transferred to Customer.
2.4. AI Outputs and Employment Decisions. AI outputs are informational and intended for human review, not automated employment decisions. They may be incomplete, inaccurate or biased and do not establish that a worker violated a policy or accurately performed particular work. Customer must provide qualified, meaningful human review, verify relevant facts and allow appropriate correction or challenge before relying on outputs for consequential employment actions. Customer must not use outputs as the sole basis for hiring, pay, promotion, discipline or termination decisions, or for unlawful discrimination, prohibited workplace emotion inference or other prohibited AI practices. Each party remains responsible for duties applicable to its role under the EU AI Act, Colorado AI Act and other applicable AI or automated-decision laws, subject to their scope and effective compliance dates. Where applicable, Customer must satisfy worker and representative notices, impact assessments and GDPR or UK GDPR automated-decision requirements; OnTask.AI will provide information and assistance required of it by applicable law. These contractual allocations do not displace statutory provider or deployer obligations.
2.5. Accounts and Use Restrictions. Customer is responsible for activities under accounts it authorizes, securing credentials, assigning appropriate permissions and promptly removing unnecessary access. Customer must comply with the Acceptable Use Policy ("AUP") and must not: sell, rent or sublicense the Service except under an authorized partner arrangement; provide unauthorized access; submit unlawful or infringing material; introduce malicious code; interfere with security or integrity; access another customer's data; or copy, modify, reverse engineer or create derivative works of the Service except where applicable law permits notwithstanding this restriction. Customer must not use the Service to build a competing product or copy its protected features or interface. Suspected abuse or security issues may be reported to abuse@ontask.ai.
2.6. Affiliates and Partners. A Customer Affiliate may enter its own Order Form incorporating this Agreement and is the Customer responsible under that Order Form unless a separate guarantee or other allocation is expressly agreed. Customer may authorize an approved reseller or managed service provider ("Partner") to administer its workspace. Such authorization may include access to monitoring content and "log in as" access. Customer must ensure that its authorizations and notices cover that access and may withdraw its authorization. Any separate Partner contract may govern commercial consequences but does not authorize access after that authorization ends. Customer must promptly notify OnTask.AI of withdrawn authorization where assistance is needed to revoke access. Partner access must be limited to authorized purposes and appropriate confidentiality and data-protection obligations. A Partner's commissions do not authorize independent use of worker data. The Partner's legal role and the parties' contracting and payment responsibilities must be documented in the applicable arrangements. OnTask.AI remains responsible for Partners it appoints as subprocessors as required by Section 3.
2.7. Suspension. OnTask.AI may suspend affected access to address a material breach, reasonably identified security threat, unlawful use or legal requirement. Where practicable, it will give notice and an opportunity to remedy before suspension; otherwise, it will give notice promptly afterward unless legally prohibited. Suspension will be reasonably limited in scope and duration and lifted when its basis is resolved. Payment-related suspension is governed by Section 6.1. Suspension does not authorize unrelated use or premature deletion of Customer Data.
2.8. Optional Webcam Recording and Face Verification. Webcam recording and face verification are optional features enabled by Customer for individual workers when included in its subscription. Customer may configure webcam recording as required for a worker only where lawful. Face verification is off by default and requires Customer enabling and the worker's separate written release before reference-photo capture or face comparison. Customer must not enable or use either feature for workers under 18. Customer must not enable face verification for workers in jurisdictions where the deployment cannot lawfully occur, or for workers in the EEA or UK unless the parties first enter a separate written agreement addressing a lawful Article 6 basis, an applicable Article 9 condition, and other required safeguards. Customer must provide all applicable employer-side notices and policies and satisfy applicable labor consultation, collective-bargaining and other workplace obligations. OnTask.AI's worker notice and release do not replace those obligations or establish that employment consent is valid under every applicable law. Customer must not bypass the notice, release or withdrawal controls, override a worker's decline or withdrawal, or use face-verification results as the sole basis for an adverse employment decision. Results require meaningful human review and may be inaccurate; a match, no-match or no-face result is not a verified finding of misconduct. The face-verification release does not by itself authorize webcam recording.
OnTask.AI provides an in-app biometric notice and written-release flow using affirmative checkbox acceptance and a typed-name electronic signature, with an "I do not consent" option. It records the notice version, SHA-256 hash of the notice text, typed name, time, IP address and user agent. The release requirement is enforced server-side and in the worker application; no reference-photo capture or face comparison occurs without the worker's release. A worker may withdraw consent at any time in-app, stopping further face comparison and immediately destroying the reference photo. Following consent, the worker supplies a reference photo for Customer administrator approval. During broadcasting, the face-verification feature takes a webcam snapshot approximately every 60 seconds and uses InsightFace on OnTask.AI's own AWS workers to compare face embeddings of the snapshot and reference photo using cosine similarity. Face embeddings and face scans are processed in memory and are not persisted. Match, no-match or no-face results are stored on the recording and alerts are provided to Customer. This processing does not use Bedrock or a third-party face API.
OnTask.AI will comply with its public Biometric Data Retention and Destruction Policy. Reference photos are destroyed at the earliest applicable trigger: worker decline or withdrawal (immediately); Customer disabling face verification for the worker; account deletion; 30 days after worker deactivation; three years after the worker's last interaction; or, for legacy references lacking recorded consent, 30 days after they are flagged. Destruction must occur earlier when the original collection purpose has been satisfied or applicable law requires; the legacy deadline does not authorize unconsented processing or retention that violates law. OnTask.AI operates a daily destruction job to enforce the applicable schedule. Webcam snapshots are retained with recordings under Customer's retention settings and deleted on account deletion, subject to any earlier legally required destruction. Biometric data is used only for authorized face verification and legally required compliance, is never sold, leased, traded or otherwise profited from, and is not used to train any models. It is disclosed only to Customer, AWS as processor, other recipients covered by the worker's legally valid consent, or as legally required. These specific use, disclosure and destruction limits control over broader permissions or retention criteria in Sections 3, 5 and 11; the public policy does not authorize unlawful processing or extend these deadlines. Each party retains its independent biometric-law obligations.
3. Security, Data Protection and Support
3.1. Safeguards. OnTask.AI will maintain reasonable and appropriate technical, organizational and physical safeguards designed to protect the confidentiality, integrity and availability of Customer Data, taking account of the processing risks and applicable law. Its security program will address access management, confidentiality of authorized personnel, protection of data in storage and transit, tenant separation, logging, vulnerability management, resilience and deletion as appropriate to those risks. Details of applicable measures will be provided on request and in any agreed data processing addendum ("DPA"). Changes will not materially reduce the overall protection of Customer Data during the subscription term. No certification, specific security feature or service level is promised unless expressly identified in an agreed document.
3.2. Roles and Processing Details. For Customer Personal Data processed to deliver workforce functionality, Customer acts as controller or business, or as a processor acting for its own controller, and OnTask.AI acts as processor or service provider/contractor, as applicable. Customer must have authority to give the instructions in this Agreement. Processing consists of collecting, recording, hosting, organizing, retrieving, analyzing, generating customer-specific outputs, disclosing to authorized recipients, exporting and deleting data to deliver and secure the Service. Data subjects include workers, administrators and people whose information appears in captured content. Data categories include identifiers, workplace and device information, screen content, communications visible on screen, webcam recordings and snapshots, face-reference photos, transient face embeddings and face scans, face-verification results, worker notice and written-release records, usage records and derived outputs. Face-verification processing is subject to Section 2.8; incidental sensitive content remains subject to Customer's minimization duties. Processing continues for the subscription term and the limited return, deletion or legally required retention periods under Section 11.3. These provisions form part of the parties' processing agreement; any required additional DPA or processing schedule must be agreed before the processing it covers begins. OnTask.AI's separately determined account, billing, website and business-contact processing is described in the Privacy Policy. Privacy requests may be sent to privacy@ontask.ai.
3.3. Instructions and U.S. State Restrictions. OnTask.AI will process Customer Personal Data only on documented instructions in this Agreement, the applicable Order Form or DPA and Customer's authorized use of the Service, including authorized transfers, unless applicable law requires otherwise. Where legally permitted, it will inform Customer of that legal requirement before processing. OnTask.AI will promptly inform Customer if it believes an instruction infringes applicable data-protection law or if it can no longer meet applicable obligations, and may pause the affected processing pending resolution. OnTask.AI will bind authorized personnel to confidentiality. Where applicable under the CCPA or another state privacy law, it will not sell or share Customer Personal Data, retain, use or disclose it outside the specified contractual business purposes or direct business relationship, or combine it with personal information from other sources except as expressly permitted by law. It will provide the required level of protection, permit reasonable steps to verify compliance and stop and remediate unauthorized use, and comply with applicable downstream-contract requirements. These restrictions apply to covered employment information; other state laws may have different employment exclusions.
3.4. Providers and Subprocessors. Customer generally authorizes Amazon Web Services (AWS) to provide hosting, databases, S3 storage, Bedrock AI inference and SES email; Ably to provide realtime presence; Google Cloud Vision to locate QR codes in screen and webcam images submitted for QR authorization; Xirsys to relay encrypted live-view video connections; Telnyx to deliver SMS notifications; and other subprocessors disclosed and authorized under this Section. Screen video and screenshots are stored in AWS S3 in the U.S. us-east-1 region; this does not represent that all access or processing occurs only there. AWS S3 also stores webcam recordings, webcam snapshots and face-reference photos. Screen-activity AI inference requests are made through AWS Bedrock, not directly to model developers merely because their models are used. Face verification instead uses InsightFace on OnTask.AI's own AWS workers, without Bedrock or a third-party face API, as described in Section 2.8. Google Cloud Vision is used only to locate QR codes, not for face verification. OnTask.AI will make the current subprocessor identities, functions and relevant locations available on request, provide reasonably advance notice of additions or replacements, and allow Customer to object on reasonable data-protection grounds before the change. The parties will work in good faith on a reasonable solution; if none is available, Customer may terminate the affected Service before the change and receive a refund of prepaid unused Fees for it, without future Fees for that Service. OnTask.AI will impose applicable equivalent written data-protection obligations and remain responsible for its subprocessors as required by law. Independently selected integrations and providers acting in a separate legal role are not automatically subprocessors; their roles must be identified accurately.
3.5. Assistance and Verification. Taking account of the processing and information available to it, OnTask.AI will reasonably assist Customer with data-subject requests, security obligations, breach reporting, data-protection and applicable AI impact assessments, and required regulatory consultation. Requests concerning Customer-controlled workforce data will ordinarily be referred to Customer unless law requires otherwise. OnTask.AI will provide information necessary to demonstrate applicable processing compliance and allow required audits or inspections by Customer or its mandated auditor. Audits will use reasonable confidentiality, security, notice and non-disruption arrangements; existing documentation or independent reports may be used where adequate, but cannot displace legally required audit rights or regulator access. Any charges for additional assistance must be reasonable, disclosed in advance and not frustrate mandatory rights or obligations.
3.6. Security Incidents. A "Security Incident" means an accidental or unlawful destruction, loss, alteration, unauthorized disclosure of or access to Customer Data processed by OnTask.AI or its subprocessors. Routine unsuccessful attempts that do not compromise Customer Data are excluded. OnTask.AI will notify Customer without undue delay after becoming aware of a Security Incident, provide then-available relevant information and subsequent updates, and reasonably cooperate in containment, remediation and legally required reporting. Notification need not await completion of an investigation and is not an admission of liability. Each party retains its mandatory reporting duties. Customer should maintain current incident contacts; urgent reports to OnTask.AI may be sent to abuse@ontask.ai without following the postal-copy procedure for contract notices.
3.7. International Transfers. Each party will comply with applicable transfer restrictions. Where required for a transfer, the parties will enter the appropriate European Commission standard contractual clauses with completed applicable modules and annexes, and the UK Addendum or International Data Transfer Agreement, before that transfer occurs. They will provide reasonably necessary information for transfer assessments and implement supplementary measures where required, including applicable onward-transfer and government-access safeguards. U.S. hosting alone does not establish a lawful transfer mechanism. Mandatory transfer terms prevail over inconsistent provisions of this Agreement.
3.8. Support. Unless an Order Form provides otherwise, included basic support consists of reasonable assistance with use of the Service and reported Service issues through OnTask.AI's published support channels. General support information is available at Support, by email at hello@ontask.ai or by telephone at +1 (800) 460-4631. Guaranteed response times, uptime commitments or service credits apply only if expressly agreed in an Order Form or service-level agreement. Published support information may not materially reduce an expressly purchased support commitment during its term.
4. Confidentiality
4.1. Protected Information. "Confidential Information" means information disclosed by or on behalf of one party ("Discloser") to the other ("Recipient") that is marked confidential or reasonably should be understood to be confidential, including business, technical, pricing, security, audit and product information. Customer Data and customer-specific outputs are Customer's Confidential Information. Confidential Information excludes information Recipient can demonstrate was lawfully known without restriction, becomes public without breach, is lawfully received from another source without a confidentiality duty, or is independently developed without use of Discloser's Confidential Information. These exclusions do not eliminate applicable personal-data protections.
4.2. Use and Disclosure. Recipient will use Confidential Information only to perform or exercise rights under this Agreement and protect it with at least reasonable care. Disclosure is permitted only to authorized employees, contractors, advisers and other permitted recipients with a need to know and appropriate confidentiality obligations, or with Discloser's consent. Customer Data remains subject to the additional limits in Section 3 and any DPA. Recipient is responsible for compliance by recipients acting on its behalf.
4.3. Required Disclosure and Duration. Recipient may make legally compelled disclosures, but where permitted will give advance notice and reasonable assistance, at Discloser's expense, to contest or limit disclosure. It will disclose only what is legally required. Confidentiality duties continue while the information remains confidential; retained Customer Data remains protected until lawfully deleted, and trade secrets remain protected as applicable law requires.
5. Ownership, Feedback and Statistical Data
5.1. Customer Data and Outputs. As between the parties, Customer retains its rights in Customer Data, subject to the rights of individuals and other rights holders. To the extent rights in customer-specific outputs vest in OnTask.AI, OnTask.AI assigns those rights to Customer, excluding underlying Service technology. AI outputs may not be unique or eligible for intellectual-property protection. Customer grants OnTask.AI and its authorized subprocessors a limited right to collect, copy, host, analyze, transform, display, transmit and generate outputs from Customer Data only as reasonably necessary to provide and secure the Service, follow lawful instructions, perform expressly permitted obligations and create Statistical Data as permitted by Section 5.4. That right continues after termination only for permitted return, deletion or retention under Section 11.3. Customer is responsible for the legality of its collection, instructions and use, not for defects caused by OnTask.AI's processing.
5.2. Service Ownership. OnTask.AI and its licensors retain all rights in the Service, Documentation, models, software, algorithms and other underlying technology. No rights are granted except as expressly stated. The Customer Data license does not transfer ownership of Customer Data to OnTask.AI.
5.3. Feedback. Customer is not required to provide suggestions or feedback. For feedback voluntarily provided about the Service, Customer grants OnTask.AI a worldwide, transferable, sublicensable, perpetual, irrevocable, royalty-free license to use it. This license does not include Customer Data, personal information or Customer's Confidential Information incorporated in feedback unless separately and validly authorized.
5.4. Statistical Data and Model Training. OnTask.AI may create and use aggregate or deidentified statistics from operation of the Service only as permitted by applicable law and any applicable DPA ("Statistical Data"). Statistical Data must not identify Customer or any individual, reveal Customer's confidential content, or remain personal data under applicable law. OnTask.AI will maintain legally required safeguards and commitments against reidentification, will not attempt reidentification except as law permits to verify deidentification, and will require equivalent restrictions from recipients where required. Logs, application-use information and configurations do not qualify merely because they are labeled usage data. Subject to these conditions, OnTask.AI owns Statistical Data and may use it to operate and improve its business. Customer Data will not be used to train third-party or general-purpose AI models. Any use of Customer-derived data to improve the Service is limited to qualifying Statistical Data; identifiable or confidential monitoring content is not authorized for independent product improvement. Section 2.8 separately governs biometric data and limits the Statistical Data permission in this Section, including its prohibition on using biometric data to train any models.
6. Fees, Expenses and Taxes
6.1. Fees and Nonpayment. Customer will pay the Fees in the applicable Order Form to the payee it identifies. Unless otherwise stated, invoices are due within 30 days of invoice date. Committed Fees are noncancelable and payments nonrefundable except for express remedies in this Agreement, the Order Form or mandatory law. Customer must notify OnTask.AI promptly of a good-faith invoice dispute, explain its basis and pay undisputed amounts when due; the parties will work reasonably to resolve the dispute. OnTask.AI may suspend for overdue undisputed amounts after at least 30 days' written notice. If those amounts remain unpaid for at least 60 days after their due date, it may terminate the affected subscription on written notice. Data return and deletion remain governed by Section 11.3, not immediate deletion as a collection remedy.
6.2. Taxes. Fees exclude applicable sales, use, value-added, withholding and comparable transaction taxes. Customer is responsible for taxes on its purchases, excluding taxes based on OnTask.AI's net income or property, unless a valid exemption applies. Any required withholding will be handled as applicable law and the Order Form require. Section 8 does not limit Customer's properly owed payment obligations.
6.3. Trials and Renewal Disclosures. The website advertises a 14-day free trial; its start date, scope and any different agreed duration must be stated when the trial is accepted. Submitting a lead form alone does not start a paid subscription. A trial does not automatically convert to paid service unless Customer separately accepts clear pricing, conversion and payment terms. Before subscription acceptance, Customer must be informed of applicable renewal duration, pricing or pricing method, cancellation procedure and nonrenewal deadline. OnTask.AI will provide acknowledgments, reminders and cancellation methods required by applicable law. No separate refund policy is incorporated; refunds are governed by this Agreement and any express Order Form terms.
6.4. Recording Storage. Each billed seat, and each additional screen purchased for a User, includes a storage allowance of 400 hours of retained recordings, unless the applicable pricing plan or Order Form states a different allowance. Storage is measured per screen: when a User records more than one screen, each screen's recording counts separately, so one hour of recording on three screens counts as three hours. Retained storage is measured at each monthly renewal and includes all recordings still stored in Customer's account, including recordings from earlier months. Retained hours above Customer's total allowance are charged at $0.02 per hour for that billing period, unless the applicable pricing plan or Order Form states a different rate. Because the charge is based on all retained recordings, the same stored hours may be charged again in later months until those recordings are deleted. Customer can reduce future storage charges by using the available retention and deletion settings.
7. Warranties and Disclaimer
7.1. Limited Service Warranties. During a paid subscription term, OnTask.AI warrants that the Service will materially conform to the applicable Documentation and that it has sufficient rights to provide the contracted Service. It will use commercially reasonable efforts to make the Service available continuously, subject to scheduled or emergency maintenance, Customer-controlled issues, Non-OnTask.AI Applications and qualifying force majeure events, and will use reasonable measures to detect and remediate malicious code in the Service. It will provide practicable notice of planned material maintenance. This is not a guaranteed uptime commitment. Customer must give written notice reasonably describing a warranty failure and allow a reasonable opportunity to correct it. If OnTask.AI cannot correct a material failure within a reasonable time, Customer may terminate the affected Service and receive a prompt refund of prepaid unused Fees for it. These are the exclusive contractual remedies for these limited warranties, but do not displace separate obligations under Sections 3 and 4, Section 9 or mandatory law. The warranties do not cover failures caused by use contrary to this Agreement or Documentation, or Customer-controlled modifications or integrations.
7.2. Disclaimer. EXCEPT FOR EXPRESS WARRANTIES IN THIS AGREEMENT OR AN ORDER FORM, AND TO THE EXTENT PERMITTED BY LAW, THE SERVICE, AI OUTPUTS AND TRIALS ARE PROVIDED AS IS AND AS AVAILABLE. ONTASK.AI AND ITS SUPPLIERS DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. AI OUTPUTS ARE NOT GUARANTEED TO BE ACCURATE, COMPLETE, UNBIASED OR UNIQUE. ONTASK.AI DOES NOT WARRANT CUSTOMER-SELECTED NON-ONTASK.AI APPLICATIONS OR THAT THE SERVICE ALONE WILL MAKE CUSTOMER'S MONITORING OR EMPLOYMENT PRACTICES LAWFUL. Customer is not relying on promises of future features or representations outside the agreed documents, to the extent that limitation is enforceable. This disclaimer does not negate express security, confidentiality, data-protection or indemnity obligations, authorize deceptive statements, or limit nonwaivable rights.
8. Limitation of Liability
8.1. Excluded Damages. TO THE EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ONTASK.AI'S SUPPLIERS WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUE, PROFITS, BUSINESS OR GOODWILL, COSTS OF SUBSTITUTE SERVICES, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE LEGAL THEORY OR NOTICE OF THEIR POSSIBILITY. Loss, interruption or corruption of data is excluded to the extent it constitutes such excluded damages; otherwise recoverable direct, reasonable data-restoration costs are not excluded merely because they concern data and remain subject to Section 8.2.
8.2. Aggregate Cap. EXCEPT FOR THE SEPARATE CUSTOMER INDEMNITY CAP BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY, TOGETHER WITH ITS AFFILIATES, ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE FEES PAID BY CUSTOMER AND ITS AFFILIATES FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THAT CLAIM. FOR A SERVICE FOR WHICH NO FEES HAVE BEEN PAID, THAT GENERAL CAP IS US$100. CUSTOMER'S INDEMNITY LIABILITY UNDER SECTION 9.2, TO THE EXTENT ARISING FROM CUSTOMER'S UNLAWFUL ENABLING OR USE OF WEBCAM RECORDING OR FACE VERIFICATION, IS EXCLUDED FROM THAT GENERAL CAP AND IS INSTEAD SUBJECT TO A SEPARATE AGGREGATE CAP EQUAL TO THE GREATER OF US$250,000 OR THREE TIMES THE FEES PAID BY CUSTOMER AND ITS AFFILIATES FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE FIRST EVENT GIVING RISE TO THAT CLAIM. That separate cap includes covered defense costs, awards and approved settlements and is not reduced by amounts subject to the general cap; no loss is recoverable twice. Related claims arising from the same or related events are aggregated and do not create separate caps. Where multiple Services are directly involved, their relevant Fees are combined, without double counting. These limits apply to indemnity obligations, including defense costs, unless an Order Form expressly provides otherwise.
8.3. Exceptions and Scope. The exclusions and caps do not limit Customer's properly owed Fees and taxes or OnTask.AI's express prepaid-unused-fee refund obligations. Section 8.1 does not exclude covered third-party awards, approved settlements or reasonable defense costs payable under Section 9.2 to the extent arising from Customer's unlawful enabling or use of webcam recording or face verification; those amounts remain subject to the separate cap in Section 8.2. Nothing excludes or limits liability that applicable law does not permit the parties to exclude or limit. This Agreement allocates liability between the contracting parties only; it does not restrict regulators' powers or the independent statutory rights of workers or other nonparties.
9. Indemnification
9.1. OnTask.AI Indemnity. Subject to Sections 8 and 9.3, OnTask.AI will defend Customer against a third-party claim that the Service technology as provided by OnTask.AI infringes a patent, copyright or trademark or misappropriates a trade secret, and pay damages and reasonable costs finally awarded or amounts in a settlement approved by OnTask.AI. This coverage concerns Service technology, not Customer Data or individual AI-generated content except to the extent the claim concerns the Service technology itself. It excludes claims to the extent caused by unauthorized modifications, Customer-supplied infringing material or requirements, combinations with items not supplied by OnTask.AI where the claim would not otherwise arise, or use contrary to the Agreement or Documentation. OnTask.AI may obtain continued-use rights, replace or modify the affected Service with a materially equivalent non-infringing alternative, or, if those options are not reasonably available, terminate the affected Service and refund prepaid unused Fees. Customer will owe no future Fees for a Service terminated under this paragraph. This Section states the parties' exclusive contractual remedies for covered Service intellectual-property claims.
9.2. Customer Indemnity. Subject to Sections 8 and 9.3, Customer will defend OnTask.AI against third-party claims to the extent arising from Customer's unlawful collection or provision of Customer Data, unlawful monitoring deployment, failure to provide required notices or permissions, unauthorized access it enables, or use of the Service or outputs contrary to applicable law or this Agreement, including Customer's unlawful enabling or use of webcam recording or face verification, and pay damages and reasonable costs finally awarded or amounts in a settlement approved by Customer. Covered indemnity liability arising from that unlawful enabling or use is subject to the separate cap and damages treatment in Sections 8.2 and 8.3, not the general cap. This obligation does not cover the portion caused by OnTask.AI's breach or other wrongful conduct. It does not transfer either party's independent regulatory duties or require reimbursement of penalties where prohibited by law.
9.3. Procedure. The party seeking indemnity must give prompt written notice, reasonable cooperation at the defending party's expense and control of the defense to the defending party. Late notice reduces obligations only to the extent materially prejudiced. The indemnified party may participate with its own counsel at its expense, subject to any legally required conflict arrangements. No settlement may admit its fault, impose nonmonetary obligations, require an uncovered payment or omit a full release without its prior written consent, not unreasonably withheld. If the defending party fails to undertake a required defense after reasonable notice, the indemnified party may defend and seek reasonable covered costs, subject to this Agreement.
10. Publicity
OnTask.AI may identify Customer and use its name or logo as a customer reference only with Customer's prior consent and in accordance with supplied brand guidelines. Customer may revoke that consent by written notice, and OnTask.AI will stop ongoing use within a reasonable time; recall of previously distributed materials is not required. Testimonials, attributed quotations and case studies require separate approval and must accurately reflect Customer's views. Neither party may imply an unapproved endorsement or disclose confidential workforce information. Required endorsement disclosures must be made where applicable.
11. Term, Termination and Effect of Termination
11.1. Term and Renewal. This Agreement begins on the Effective Date and continues while an Order Form or applicable trial remains in effect unless earlier terminated. Each paid subscription begins and lasts as stated in its Order Form. Unless its Order Form states otherwise, a paid subscription renews automatically each month. Customer may turn off renewal at any time by cancelling its plan in the Service's plan settings. The subscription then remains active through the end of the current paid period and does not renew; access to the Service ends at that point and Customer Data is handled under Section 11.3. Customer may turn renewal back on before the current paid period ends. A subscription with a longer term stated in an Order Form renews for the same term unless either party gives written nonrenewal notice at least 30 days before the current term ends. OnTask.AI may decline to renew any subscription by giving Customer written notice at least 30 days before the current term ends. These terms are subject to any different mandatory legal requirements. Trials do not automatically renew under this paragraph. Cancellation or nonrenewal notices may be sent through the contractual notice channel in Section 12.3 or an expressly designated cancellation method. Renewal pricing changes must be communicated sufficiently before the nonrenewal deadline to permit an informed choice and as law requires; otherwise, existing pricing continues for that renewal unless Customer agrees otherwise.
11.2. Termination for Cause. Either party may terminate an affected Order Form, or this Agreement if the breach affects it as a whole, by written notice if the other party materially breaches and fails to cure within 30 days after notice. Nonpayment termination is also subject to Section 6.1. A party may exercise termination rights based on insolvency, receivership, assignment for creditors or similar proceedings only to the extent permitted by applicable law and subject to applicable bankruptcy restrictions and stays. If Customer terminates for OnTask.AI's uncured material breach, OnTask.AI will promptly refund prepaid unused Fees for the terminated Service.
11.3. Return, Retrieval and Deletion. Customer should use available export features or request return of Customer Data before expiration or termination. Video exports are in .webm format; that format does not imply export of every other data type. On request, OnTask.AI will provide reasonable assistance and a reasonable opportunity to retrieve Customer Data in an available, reasonably usable format, including other data types as required by the DPA or applicable law. Termination does not promise continued paid functionality or indefinite storage. At Customer's choice, OnTask.AI will return or delete Customer Personal Data after the Services end and delete remaining copies, unless applicable law requires retention. It will reasonably promptly delete remaining Customer Data after the agreed retrieval process, subject to an agreed Order Form or DPA schedule and mandatory law. Routine backups may be isolated pending deletion under a documented retention schedule made available on request, kept no longer than reasonably necessary, protected from ordinary use and deleted again if restored. Legally required retention must be limited to the necessary data, purpose and duration. Retained data remains protected under Sections 3 and 4, and deletion confirmation will be provided where required. These duties also apply to derived records and customer-specific embeddings, not just video. The specific biometric retention and destruction requirements in Section 2.8 apply notwithstanding any longer Customer setting, retrieval period or routine backup schedule under this Section.
11.4. Effect and Survival. Rights to use a terminated Service cease, except for expressly permitted retrieval assistance. Customer must stop using OnTask.AI's Confidential Information except as needed to enforce surviving rights. Accrued undisputed Fees remain due. If OnTask.AI terminates for Customer's uncured material breach, or Customer stops using a committed subscription without an express termination right, remaining committed Fees remain payable to the extent enforceable and not an unlawful penalty. Future unearned Fees are not payable for a Service properly terminated under Sections 3.4, 7.1, 9.1 or 11.2 for OnTask.AI's breach, or otherwise terminated by OnTask.AI for reasons not attributable to Customer. Termination of one Order Form does not automatically terminate unrelated Order Forms. Sections 1, 2.3–2.5 to the extent applicable to retained data, outputs or software, 2.8 to the extent applicable to retained data and compliance, 3 to the extent applicable to retained data and compliance, 4, 5, 6 for accrued or properly surviving payments, 7.2, 8, 9, 10 to the extent applicable to continuing publicity, 11.3, 11.4 and 12 survive to the extent necessary to give them effect.
12. General
12.1. Assignment. Neither party may assign this Agreement without the other's prior written consent, not unreasonably withheld or delayed, except that either may assign it in its entirety on notice to an Affiliate or successor in a merger, acquisition, reorganization or sale of substantially all relevant assets. The assignee must assume the obligations, and assignment does not eliminate accrued liabilities or applicable data-protection and transfer requirements. An unauthorized assignment is ineffective to the extent permitted by law.
12.2. Governing Law and Disputes. Texas law governs this Agreement, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods. Subject to mandatory law and controlling transfer clauses, claims arising from this Agreement must be brought exclusively in the state courts located in Dallas County, Texas, or, where federal subject-matter jurisdiction exists, the United States District Court for the Northern District of Texas, Dallas Division. Each party consents to personal jurisdiction in those courts. Each party bears its own enforcement costs and attorneys' fees except for covered indemnity costs or a mandatory legal entitlement. An invalid provision will be limited to the minimum extent necessary where lawful, or severed if necessary, without invalidating the remainder.
12.3. Notices and Contacts. Contractual notices must be in writing. Notices to OnTask.AI must be emailed to hello@ontask.ai, with a copy sent to Workforce Technologies Inc. (dba OnTask.AI), Attn: Legal, 2810 N Church St PMB 28466, Wilmington, Delaware 19802, USA. This is a mailing address, not a representation of a registered office or an address for service of process. Notices to Customer go to its designated contract email and mailing address, or the current account administrator contact if none is designated. Email notice is effective when received without a delivery-failure notice, provided the postal copy is sent without undue delay; postal transit does not delay the email's effectiveness. Either party may update its contacts by notice. Operational, privacy and incident communications may use designated electronic channels without postal copies. General inquiries may also use hello@ontask.ai or +1 (800) 460-4631; telephone calls are not contractual notices.
12.4. Force Majeure. A party is excused from affected performance, other than payment of amounts properly owed, only to the extent prevented by an event beyond its reasonable control that is not caused by its breach and cannot reasonably be avoided or mitigated. It must promptly notify the other party, take reasonable mitigation steps and resume performance when practicable. A cyberattack is not automatically a qualifying event and does not excuse inadequate required safeguards. Security, confidentiality, incident-notification and data-protection duties continue to the extent performable and required by law.
12.5. Equitable Relief. A party may seek injunctive or other equitable relief for an actual or threatened breach of confidentiality or intellectual-property obligations. Availability of relief and any bond requirement remain subject to applicable law and court discretion.
12.6. Independent Parties. The parties are independent contractors, not agents, employers, joint venturers or partners of one another. A reseller's designation as a Partner does not by itself create a legal partnership or authority to bind OnTask.AI. There are no intended third-party beneficiaries except rights required under applicable transfer clauses or mandatory law.
12.7. Export and Sanctions. Each party will comply with export-control and sanctions laws applicable to its performance. Customer must not access or provide access to the Service in a manner that would cause a violation, including prohibited dealings with sanctioned persons or destinations. Any representation about restricted status is subject to the applicable legal definitions and prohibitions.
12.8. Anti-Corruption. Neither party will offer, request, accept or provide an unlawful bribe, kickback or improper benefit in connection with this Agreement. Ordinary lawful business hospitality is not prohibited. A party learning of a material violation connected with this Agreement will promptly notify the other where legally permitted.
12.9. Entire Agreement and Priority. This Agreement, applicable Order Forms, any DPA and incorporated AUP constitute the parties' agreement for the Service and replace prior understandings on that subject. A prior confidentiality agreement continues to protect information disclosed before the Effective Date unless expressly replaced. Customer purchase-order boilerplate has no effect. Mandatory transfer terms control; a DPA controls data-protection matters; an Order Form controls commercial terms it expressly varies; then this Agreement, the AUP and Documentation apply in that order. No document may override mandatory law. The Terms of Use govern website use within their scope and do not override this Service agreement. The Privacy Policy supplies privacy disclosures, not authorization for Customer's monitoring. Amendments require both parties' written or affirmative electronic agreement, except nonmaterial Documentation, support or AUP updates that do not materially reduce contracted rights or expand Customer's obligations. Material changes require agreement or prospective application at renewal with advance notice and a lawful nonrenewal opportunity. Posting a revised MSA does not amend an existing subscription by itself. Failure to enforce a provision is not a waiver.